Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all other property not otherwise described above; and (s) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following property property, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise) ), of the Secured Obligations (whether now existing or arising hereafter):Obligations: (a) all Accounts; (b) all Chattel Papercash, Cash Equivalents and Deposit Accounts; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Chattel Paper; (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts Commercial Tort Claims described on Schedule 6 (but excluding any Excluded Accountsas such schedule may be supplemented from time to time pursuant to Section 8.14(b)); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including contract rights; (i) all GoodsInstruments, including the Pledged Notes; (j) all InstrumentsIntellectual Property; (k) all Intellectual Property and all Intellectual Property LicensesInventory; (l) all InventoryInvestment Property, including the Pledged Stock and Securities Accounts; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit ; (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC)n) all other Goods; (o) all Money; (p) all Receivables; (q) all Books books and records pertaining to the Collateral; (r) all other property not otherwise described above; and (sp) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 33.1, this Agreement shall not constitute a grant of a security interest in, and Collateral shall not include, (i) any leasehold interest in real property (and any Fixtures relating thereto) and any Fixtures relating to any owned real property to the extent that such grant of the Collateral Agent is not entitled to a security interest is with respect to such owned real property under the terms of the Indenture; (ii) motor vehicles and other assets subject to certificates of title; (iii) pledges and security interests prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results Authority; (iv) Capital Stock in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or person other document evidencing or giving rise to such property, except (i) than wholly owned Restricted Subsidiaries to the extent (A) not permitted by the terms of such person’s organizational or joint venture documents or (B) that the terms in grant of a security interest therein would require the consent of any Person who owns such contract, license, instrument Capital Stock (other than Holdings or other document providing for such prohibition, breach, default or termination, or requiring such any of its Affiliates) which consent are has not permitted under the terms and conditions of the Credit Agreement or been obtained; (iiv) assets to the extent that such Requirement of Law or the term a security interest in such contractassets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the IRS Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Issuer and communicated in writing delivered to the Trustee and Collateral Agent; provided that any failure to deliver such writing shall not affect the effectiveness or validity of such exclusion; (vi) any lease, license, license or other agreement, instrument any asset embodying rights, priorities or other document providing for privileges granted under such prohibitionleases, breachlicenses or agreements, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such property subject to a purchase money security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and similar arrangement to the extent that a grant of a security interest therein would violate, breach or invalidate such lease, license or agreement or purchase money arrangement or create a right of acceleration, modification, termination or cancellation in a particular asset is governed by a UK Security Documentfavor of any other party thereto (other than any Grantor) after giving effect to the applicable anti-assignment provisions of the New York UCC other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York UCC notwithstanding such prohibition; (vii) those assets as to which the Collateral Agent and the Issuer reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby; (viii) in excess of 65% of the voting Capital Stock of (A) any Foreign Subsidiaries or (B) any Foreign Subsidiary Holding Company; (ix) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of such UK Security Document shall governthe New York UCC; and (x) “intent to use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless otherwise provided for thereinand until an Amendment to Allege Use or a Statement of Use under Section 1(c) or 1(d) of said Act has been filed and accepted (the foregoing described in clauses (i) through (x) are, collectively, the “Excluded Collateral”).

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due of all of its Obligations under the Notes Documents, 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 Notes Secured Parties, a continuing security interest in and a Lien on all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (whether at the stated maturity, by acceleration or otherwiseand all rights therein) of the Secured Obligations (such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or arising hereafter):hereafter from time to time acquired (collectively, the “Collateral”): *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ai) all Accountseach and every Account; (bii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Claims; (dvi) all Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (exi) all Documents; (f) all Equipment; (g) all Fixtures; (hxii) all General Intangibles; (ixiii) all Goods; (jxiv) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxv) all Inventory; (mxvi) all Investment Property (including all Pledged Collateral)Property; (nxvii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxviii) all MoneyMarks, together with the registrations and right to all renewals thereof, the 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; *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (xix) 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; (pxx) all ReceivablesPermits; (qxxi) all Books Software and records pertaining all licensing rights to Software and all Software code of any kind or nature, regardless of the Collateralmedium of recording; (rxxii) all other property not otherwise described aboveSupporting Obligations; and (sxxiii) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; , provided, howeverthat, that notwithstanding anything subject to the contrary contained in clauses (aSection 10.8(c) through (s) abovehereof, the security interests created by this Agreement granted herein shall not extend to, and the term “Collateral” shall not include, any Excluded Assets. (including all b) The security interest of the individual items comprising Collateral) shall not include Collateral Agent under this Agreement extends to all existing Collateral and all Collateral which any Excluded Assets nor any assets as Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. (c) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Guarantor due to the fact that such Guarantor’s Capital Stock secures the Notes, then the Capital Stock of such Guarantor will automatically be deemed not to be part of the Collateral securing the Notes, but only to the extent necessary not to be subject to such requirement and only for so long as required not to be subject to such requirement. In such event, this Agreement may be amended or modified by the Assignors and the Collateral Agent (without the consent of any holder of the Notes) to the extent necessary to release the security interests in favor of the Collateral Agent on the Capital Stock that are so deemed to no longer constitute part of the Collateral for the Notes. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Guarantor’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Guarantor, then the Capital Stock of such Guarantor will automatically be deemed to be a part of the Collateral for the Notes and the relevant Assignor shall execute and deliver any and all such documents and take all such actions as necessary to re-grant, perfect and/or maintain the Lien in favor of the Collateral Agent (subject to Permitted Liens) in accordance with this Agreement. (d) Notwithstanding anything herein to the contrary, at any time the Intercreditor Agreement is in effect, the security interest is not and Lien granted pursuant to this Section 3 .1. Notwithstanding any of Agreement and the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) exercise of any relevant jurisdiction right or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and remedy hereunder are subject to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document the Intercreditor Agreement and subordinate to the security interests granted to any Senior Credit Facility Secured Party under the Senior Credit Facility. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern, unless otherwise provided for thereingovern and control at any time the Intercreditor Agreement is in effect. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance or performance, as the case may be, when due (whether at of all of the stated maturityObligations, by acceleration or otherwise) each Grantor does hereby pledge and grant to the Collateral Agent, for the benefit of the Secured Obligations Creditors, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or arising hereafterhereafter from time to time acquired (but excluding any Excluded Collateral (as defined below)): (ai) all Accountseach and every Account; (bii) all cash; (iii) the Dominion Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Dominion Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)12 of the Perfection Certificate; (dvi) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names and Trade Secret Rights, with respect to each of the foregoing solely to the extent such rights or items subsist or arise under the laws of the United States; (vii) Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment and Fixtures; (x) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Excluded Accounts)Person and all monies; (exi) all Documents; (f) all Equipment; (g) all Fixtures; (hxii) all General Intangibles; (ixiii) all Goods; (jxiv) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxv) all Inventory; (mxvi) all Investment Property (including all Pledged Collateral)Property; (nxvii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxviii) all MoneyMarks, together with the goodwill of the business of such Grantor symbolized by the Marks; (pxix) all ReceivablesPatents; (qxx) all Books and records pertaining to the CollateralPermits; (rxxi) all other property not otherwise described aboveSupporting Obligations; and (sxxii) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and (all collateral of the above, the “Collateral”). (b) The security given by interest of the Collateral Agent under this Agreement extends to all Collateral that any Person Grantor may acquire, or with respect to which any of the foregoing; providedGrantor may obtain rights, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and at any time during the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinAgreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) and does hereby pledge and grant to the Collateral Agent, for the benefit of the Secured Obligations Creditors, a continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Account; (bii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth described on Schedule 8 hereto)Annex G as updated from time to time; (dvi) 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 Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder; (viii) all Equipment; (ix) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (ex) all Documents; (f) all Equipment; (g) all Fixtures; (hxi) all General Intangibles; (ixii) all Goods; (jxiii) all Instruments; (kxiv) all Intellectual Property and all Intellectual Property LicensesProperty; (lxv) all Inventory; (mxvi) all Investment Property (including all Pledged Collateral)Financial Assets; (nxvii) all Joint Venture Investment Property; (xviii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxix) all MoneyNotes; (pxx) all ReceivablesPermits; (qxxi) all Books Security Entitlements and records pertaining other Investment Property (to the Collateralextent not already covered by another clause of this Section 2.1(a)); (rxxii) all Supporting Obligations; (xxiii) all Fixtures; (xxiv) all other property not otherwise described abovegoods and personal property, whether tangible or intangible; and (sxxv) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing and (all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein”).

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance or performance, as the case may be, when due (whether at of all of the stated maturityObligations, by acceleration or otherwise) each Grantor does hereby pledge and grant to the Collateral Agent, for the benefit of the Secured Obligations Creditors, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or arising hereafterhereafter from time to time acquired (but excluding any Excluded Collateral (as defined below)): (ai) all Accountseach and every Account; (bii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited in the Cash Collateral Account; (iii) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (civ) all Commercial Tort Claims (including as set forth on Schedule 8 heretoof the Perfection Certificate or with a value of $10,000,000 or more (as supplemented from time to time or in any notice delivered pursuant to Section 3.10); (dv) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all proprietary writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names and Trade Secret Rights, with respect to each of the foregoing solely to the extent such rights or items subsist or arise under the laws of the United States; (vi) Contracts and IP Licenses, together with all Contract Rights arising thereunder; (vii) all Copyrights; (viii) all Equipment and fixtures; (ix) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Excluded Accounts)Person and all monies credited thereto; (ex) all Documents; (f) all Equipment; (g) all Fixtures; (hxi) all General Intangibles; (ixii) all Goods; (jxiii) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxiv) all Inventory; (mxv) all Investment Property (including all Pledged Collateral)Property; (nxvi) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxvii) all MoneyMarks, together with the goodwill of the business of such Grantor symbolized by the Marks; (pxviii) all ReceivablesPatents; (qxix) all Books rights of such Grantor under or relating to the FCC Licenses and the proceeds of any FCC Licenses, provided that such security interest does not include at any time any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time (the “Communications Act”), but such security interest does include, to the maximum extent permitted by law, the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses; (xx) all books and records pertaining to the Collateral; (rxxi) all other property not otherwise described aboveSupporting Obligations; and (sxxii) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security given by any Person foregoing, and, with respect to any of the foregoing; providedCopyrights, howeverMarks, that notwithstanding anything Patents, Software and Trade Secret Rights, all income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including damages and payments for past, present or future infringements, misappropriation or violations thereof and all rights to the contrary contained in clauses xxx for past, present and future infringement, misappropriation or violations thereof (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth above in this Section 31.1(a), this Agreement shall not constitute a grant of a the “Collateral”). (b) The security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral Agent under this Agreement extends to all Collateral that does not result in such consequences. Notwithstanding any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions term of such UK Security Document shall govern, unless otherwise provided for thereinthis Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityLender, by acceleration or otherwise) and does hereby pledge and grant to the Lender, a continuing security interest of first priority in, and lien on, all of the Secured Obligations (right, title and interest of such Assignor in, to and under all of the following, whether now existing or arising hereafter): hereafter from time to time acquired: (ai) each and every Receivable, (ii) all Accounts; Contracts, together with all Contract Rights arising thereunder (bother than Contracts which by their terms cannot be pledged), (iii) all Chattel Paper; Inventory, (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (fiv) all Equipment; , (gv) all Fixtures; Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (hvi) all General Intangibles; Patents and Copyrights, (ivii) all Goods; (j) all Instruments; (k) all Intellectual Property computer programs of such Assignor and all Intellectual Property Licenses; intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (rviii) all other property not otherwise described above; and Goods, General Intangibles, Chattel Paper, Documents and Instruments, (six) the Cash Collateral Account and all monies, securities and instruments deposited or required to the extent not otherwise included, be deposited in such Cash Collateral Account and (x) all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and (all collateral security given by any Person with respect to any of the foregoingabove, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, that notwithstanding anything to upon obtaining any of such consents, such General Intangibles shall be included in the contrary contained in clauses "Collateral". (ab) through (s) above, The security interest of the security interests created by Lender under this Agreement shall not extend to, and the term “Collateral” (including extends to all Collateral of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to kind which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any the subject of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant which any Assignor may acquire at any time during the continuation of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinthis Agreement.

Grant of Security Interests. Each Grantor hereby grants In order to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral security for secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (in accordance with the terms thereof, Debtor hereby grants to Agent, for the benefit of Agent and the Lenders, a continuing security interest in and to all right, title and interest of Debtor in the following property, whether now owned or existing or hereafter acquired or arising hereafterand regardless of where located (all being collectively referred to as the "Collateral"): (aA) all Accounts; (bB) all Chattel PaperInventory; (cC) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (iD) all GoodsDocuments; (jE) all Instruments; (kF) all Intellectual Property and all Intellectual Property LicensesEquipment; (lG) all InventoryFixtures; (mH) all Investment Property (including all Pledged Collateral)Property; (nI) Any Depository Account and all Letter-of-Credit Rights; Letters other deposit accounts of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC)Debtor maintained with any bank or financial institution; (oJ) all MoneyAll cash deposited therein from time to time and other monies and property of Debtor in the possession or under the control of Agent or any Lender; (pK) all Receivables; All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the property described in subparts (qA) all Books and records pertaining to - (J) above or are otherwise necessary or helpful in the Collateral; (r) all other property not otherwise described abovecollection thereof or realization thereon; and (sL) to the extent not otherwise included, Proceeds of all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security given by any Person with respect to or any of the foregoing; provided, however, that notwithstanding anything to the contrary contained property described in clauses subparts (aA) through - (sK) above. Notwithstanding the foregoing, the security interests created by this Agreement Collateral shall not extend toinclude, and the term “Collateral” (including all of the individual items comprising Collateral) Debtor shall not include any Excluded Assets nor any assets as be deemed to which have granted a security interest is not granted pursuant to this Section 3 .1. Notwithstanding in, any of Debtor's rights or interests in: (i) any licenses, contracts or agreements to which Debtor is a party, existing on the other provisions set forth in this Section 3date hereof, this Agreement shall not constitute a grant of a security interest in any property to the extent that such a grant would, under the express terms of a security interest is prohibited by any Requirement of Law of a Governmental Authority such licenses, contracts or constitutes agreements, result in a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or terminationthereof, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or constitute a default thereunder; (ii) any capital leases and purchase money agreements to which Debtor is a party, or any of its rights or interests thereunder, to the extent that such Requirement a grant would, under the express terms of Law or the term such capital leases and/or purchase money agreements, result in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 a breach of the UCC terms thereof, or constitute a default thereunder; or (iii) any licenses, contracts or agreements to which Debtor is a party, or any successor provision of its rights or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; providedinterests thereunder, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequencesa grant would be prohibited by applicable law. Notwithstanding the foregoing, if so long as no Event of Default has occurred and is continuing, Debtor shall have the exclusive, non-transferable right and license to use the Intellectual Property and the exclusive right to grant to other Persons licenses and sublicenses with respect to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinIntellectual Property.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, in each case except to the extent released in accordance with Section 8.15 and wherever located ( collectivelysubject to the proviso to this Section 3.1, the “Collateral”), as collateral security for the prompt and complete payment and performance when due or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise) ), of the Secured Obligations (whether now existing or arising hereafter):Obligations: (a) all Accounts, including all Receivables; (b) all Cash Equivalents and Deposit Accounts; (c) all Chattel Paper; (cd) all Commercial Tort Claims (including as set forth described on Schedule 8 hereto3 (as such schedule may be supplemented from time to time pursuant to Section 6.2(b) of the Credit Agreement); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts);; LEGAL_US_E # 147951469.7 (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including contract rights; (i) all GoodsInstruments, except to the extent constituting Pledged Notes (or which would constitute Pledged Notes but for the de minimis threshold contained in the definition thereof); (j) all InstrumentsIntellectual Property (including all Copyright Licenses, Patent Licenses and Trademark Licenses); (k) all Intellectual Property and all Intellectual Property LicensesInventory; (l) all InventoryInvestment Property; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit ; (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC)n) all Money; (o) all MoneyPledged Securities; (p) all Receivablesother Goods; (q) all Books books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and records other electronic storage media and related data processing software and similar items that at any time evidence or contain information pertaining to any of the Collateral; (r) all other property not Collateral or are otherwise described abovenecessary or helpful in the collection thereof or realization thereupon; and (sr) to the extent not otherwise included, all Proceeds, Supporting Obligations products, accessions, rents and profits of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 33.1, this Agreement the security interest granted hereunder shall not constitute a grant of a security interest in any property to cover, and the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent term “Collateral” shall not obtained underinclude, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement Excluded Accounts or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinExcluded Collateral.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) and does hereby grant to the Collateral Agent for the benefit of the Secured Obligations (Creditors as their interests may appear, 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 arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Receivable; (bii) all Chattel PaperContracts, together with all Contract Rights arising thereunder; (ciii) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Inventory; (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (fiv) all Equipment; (gv) all FixturesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (hvi) the Cash Collateral Account established for such Assignor and all General Intangiblesmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (ivii) all GoodsPatents and Copyrights and all reissues, renewals or extensions thereof; (jviii) 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; (ix) all insurance policies; (x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments; (kxi) all Intellectual Property and all Intellectual Property LicensesPermits; (lxii) all Inventorycash; (mxiii) all Commercial Tort Claims; (xiv) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (xv) all Investment Property (including all Pledged Collateral)Property; (nxvi) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxvii) all MoneySoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (pxviii) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all other property not otherwise described aboveSupporting Obligations; and (sxix) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all collateral security given by any Person of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of the foregoing; provided, however, Collateral owned by a Specified Assignor that notwithstanding anything are to be applied to the contrary contained Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in clauses (a) through (s) aboverespect of, the security interests created by this Agreement shall not extend toDesignated Collateral of such Specified Assignor, and with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor. (b) Notwithstanding anything contained herein to the term “contrary, "Collateral” (including all of the individual items comprising Collateral) " shall not include any Excluded Assets nor any assets as Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3in, this Agreement shall not constitute a such Assignor's rights thereunder or such Assignor's grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any property to the extent that such grant of a security interest is prohibited by account or any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument money or other document evidencing amounts due or giving rise to become due under any such propertyCopyright, except (i) to the extent that the terms in such contractXxxx, licensePatent, instrument Trade Secret, computer program or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, Software or such prohibition, breach, default license or termination is no longer applicable or is waived, and to agreement governing the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinsame.

Grant of Security Interests. Each Grantor As security for the prompt and complete payment and performance in full of all the Secured Obligations, each Debtor (i) reaffirms the security interest granted pursuant to the Original Security Agreement and (ii) hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any Debtors’ right, title and interest in, to and under the following, in each case, whether owned or interest existing as of the Closing Date or thereafter acquired or arising, and wherever located ( collectively, (all of which being hereinafter collectively called the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims, including without limitation, the Commercial Tort Claims (including as set forth described on Schedule 8 II hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all EquipmentGeneral Intangibles; (g) all FixturesGoods; (h) all General IntangiblesInstruments; (i) all GoodsInvestment Related Property; (j) all InstrumentsLetter of Credit Rights; (k) all Intellectual Property and all Intellectual Property LicensesMoney; (l) all InventoryIntellectual Property; (m) all Investment Property (including all Pledged Collateral);Supporting Obligations relating to any of the foregoing; and (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all other property not otherwise described above; and (s) to the extent not otherwise included, all Proceeds, Supporting Obligations products, accessions, additions, substitutions, replacements, rents and products profits of or in respect of any and or all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the grant of a security interests created by this Agreement interest hereunder shall not extend attach to, and the term “Collateral” (including all shall not include, any of the individual items comprising Collateralfollowing: (i) shall not include any Excluded Assets nor any assets as lease, license, contract or agreement to which a Debtor is a party to the extent the grant of such security interest is not granted shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Debtor therein or (B) in a breach or termination pursuant to this Section 3 .1. Notwithstanding the terms of, or a default under, any of the such lease, license, contract or agreement (other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise term would be rendered ineffective pursuant to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); (ii) any lease, license, contract or agreement to which any Debtor is a party, any of its rights or interests thereunder or any assets subject thereto to the extent that any applicable law prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); (iii) any Equity Interests in excess of 65% of all issued and outstanding shares of all classes of voting Equity Interests of any First-Tier Foreign Subsidiary; and (iv) any applications for trademarks or service marks filed in the United States Patent and Trademark Office (the “PTO”) pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the mxxx in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d); provided, howeverfurther, that such (A) with respect to any assets excluded by clauses (i) through (iv) above, the security interest shall attach immediately at such time as such Requirement of Law is not effective or applicablegranted hereunder, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral such lease, license, contract, agreement or other asset that does not result in the consequences described in such consequences. Notwithstanding clauses; and (B) the foregoingexclusions described in clauses (i) through (iv) above, if and to shall not, in any way limit, impair or otherwise affect the extent that a Secured Parties’ continuing security interest in a particular asset is governed by a UK Security Documentupon any and all proceeds from the sale, the provisions transfer, assignment, license, lease or other disposition of such UK Security Document shall governlease, unless otherwise provided for thereinlicense, contract, agreement or other asset.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise) ), of the Secured Obligations (whether now existing or arising hereafter):Obligations: (a) all Accounts; (b) all Chattel Papercash, Cash Equivalents and Deposit Accounts; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Chattel Paper; (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts Commercial Tort Claims described on Schedule 6 (but excluding any Excluded Accountsas such schedule may be supplemented from time to time pursuant to Section 8.14(b)); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including contract rights; (i) all GoodsInstruments, including the Pledged Notes; (j) all InstrumentsIntellectual Property; (k) all Intellectual Property and all Intellectual Property LicensesInventory; (l) all InventoryInvestment Property; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit ; (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC)n) all other Goods; (o) all Money; (p) all Receivables; (q) all Books books and records pertaining to the Collateral; (r) all other property not otherwise described above; and (sp) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 33.1, this Agreement shall not constitute a grant of a security interest in, and Collateral shall not include, (i) any leasehold interest in real property (and any Fixtures relating thereto) and any Fixtures relating to any owned real property to the extent that such grant of the Collateral Agent is not entitled to a security interest is with respect to such owned real property under the terms of the Credit Agreement; (ii) motor vehicles and other assets subject to certificates of title; (iii) pledges and security interests prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results Authority; (iv) Capital Stock in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or person other document evidencing or giving rise to such property, except (i) than wholly owned Restricted Subsidiaries to the extent (A) not permitted by the terms of such person’s organizational or joint venture documents or (B) that the terms in grant of a security interest therein would require the consent of any Person who owns such contract, license, instrument Capital Stock (other than Holdings or other document providing for such prohibition, breach, default or termination, or requiring such any of its Affiliates) which consent are has not permitted under the terms and conditions of the Credit Agreement or been obtained; (iiv) assets to the extent that such Requirement of Law or the term a security interest in such contractassets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the IRS Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Borrower; (vi) any lease, license, license or other agreement, instrument any asset embodying rights, priorities or other document providing for privileges granted under such prohibitionleases, breachlicenses or agreements, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such property subject to a purchase money security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and similar arrangement to the extent that a grant of a security interest therein would violate, breach or invalidate such lease, license or agreement or purchase money arrangement or create a right of acceleration, modification, termination or cancellation in a particular asset is governed by a UK Security Documentfavor of any other party thereto (other than any Grantor) after giving effect to the applicable anti-assignment provisions of the New York UCC other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York UCC notwithstanding such prohibition; (vii) those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (viii) in excess of 65% of the voting Capital Stock of (A) any Foreign Subsidiaries or (B) any Foreign Subsidiary Holding Company; (ix) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of such UK Security Document shall governthe New York UCC; and (x) “intent-to-use” trademark applications (the foregoing described in clauses (i) through (x) are, unless otherwise provided for thereincollectively, the “Excluded Collateral”).

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Obligations (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 arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Receivable; (bii) all Chattel PaperContracts, together with all Contract Rights arising thereunder; (ciii) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Inventory; (div) all Deposit Accounts, all Securities Accounts the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all Commodity Accounts (but excluding any Excluded Accounts)moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (e) all Documents; (fv) all Equipment; (gvi) all FixturesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (hvii) all General IntangiblesPatents and Copyrights and all reissues, renewals and extensions thereof; (iviii) all Goodscomputer 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 and Trade Secret Rights; (jix) all Instrumentsinsurance policies; (kx) all Intellectual Property other Goods, General Intangibles, Chattel Paper, Documents and all Intellectual Property Licenses; Instruments of such Assignor (l) all Inventory; (m) all Investment Property (including all other than the Pledged CollateralSecurities); (nxi) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all other property not otherwise described abovePermits; and (sxii) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and (all collateral security given by any Person with respect to any of the foregoing; providedabove, howevercollectively, that notwithstanding the "Collateral"). (b) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. (c) Notwithstanding anything to the contrary contained in clauses (a) through and (sb) above, the security interests interest created by this Agreement shall not extend to, and the term “"Collateral” (including all of the individual items comprising Collateral) " shall not include any Excluded Assets nor any assets as Equipment subject to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not purchase money Lien permitted under the terms and conditions Section 9.01(iii) or (vii) of the Credit Agreement or (iia Lien securing Capital Lease Obligations permitted under Section 9.01(xiv) of the Credit Agreement, in each case to the extent extent, and only to the extent, that the instrument evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, secured by such Requirement Lien expressly prohibits any other Lien on such Equipment and only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of Law the termination of such prohibition or the satisfaction of such Indebtedness, such Equipment shall be included in the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of "Collateral" without any further action on the UCC (or any successor provision or provisions) part of any relevant jurisdiction Assignor, the Collateral Agent or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinSecured Creditor.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of the stated maturityObligations, by acceleration or otherwise) each Pledgor does hereby collaterally assign and transfer unto the Collateral Agent for the benefit of the Secured Obligations Creditors, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Pledgor in, to and under all of the following, whether now existing or arising hereafterhereafter from time to time acquired (collectively, the “Collateral”): (ai) all Equipment; (ii) all Inventory; (iii) all Contracts, together with all Contract Rights thereunder; (iv) all Instruments; (v) all General Intangibles; (vi) all Accounts; (bvii) all Insurance Policies; (viii) all Intellectual Property; (ix) all Chattel Paper; (cx) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Investment Property and Financial Assets; (dxi) all Deposit Accounts, all Securities Accounts including, without limitation, the Cash Collateral Account established for the Pledgors and all Commodity Accounts (but excluding any Excluded Accounts)monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (nxii) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (oxiii) all MoneyGoods; (pxiv) all ReceivablesCommercial Tort Claims, including, without limitation, each Specified Commercial Tort Claim; (qxv) all Books and records pertaining to the CollateralDocuments; (rxvi) all Fixtures; (xvii) all Supporting Obligations relating to any and all of the foregoing; (xviii) all books, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other property not otherwise described abovepapers containing information relating to any and all items of Collateral; and (sxix) to the extent not otherwise includedcovered by clauses (i) through (xviii) of this sentence, all Proceeds, Supporting Obligations and products other personal property whether tangible or intangible wherever located; and (xx) all Proceeds of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses . (ab) through (s) above, the The security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding Agent under this Agreement extends to all Collateral of the foregoing, if and to kind which is the extent that a security interest in a particular asset is governed by a UK Security Document, subject of this Agreement which each Pledgor may acquire at any time during the provisions continuation of such UK Security Document shall govern, unless otherwise provided for thereinthis Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Secured Obligations (Obligations, each Grantor does hereby pledge, sell, assign and transfer unto the Administrative Agent, and does hereby grant to the Administrative Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following of each Grantor, whether now existing or hereafter from time to time arising hereafteror acquired and wherever located (collectively, the “Collateral”): (ai) all Accounts, including, without limitation, each and every Account Receivable; (bii) all Goods; (iii) all Inventory; (iv) all Equipment; (v) all Documents; (vi) all Instruments; (vii) all Chattel Paper; (cviii) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Money; (dix) all Deposit Accounts, all Securities Accounts including, but not limited to, the Collateral Concentration Account and all Commodity Accounts (but excluding Controlled Deposit Accounts, together with all monies, securities and instruments at any Excluded Accounts)time deposited in any such Deposit Account or otherwise held for the credit thereof; (ex) all DocumentsSecurities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto; (fxi) all EquipmentInvestment Property; (gxii) all Fixtures; (hxiii) all As-Extracted Collateral, including, without limitation, all Minerals; (xiv) all General Intangibles, including, but not limited to, all Contract Rights; (ixv) all GoodsCommercial Tort Claims; (jxvi) all InstrumentsIntellectual Property; (kxvii) all Intellectual Property letters of credit and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (oxviii) all MoneyPayment Intangibles; (pxix) all ReceivablesPromissory Notes; (qxx) all Books and records pertaining to the CollateralSupporting Obligations; (rxxi) all insurance claims; (xxii) all Commercial Tort Claims, including without limitation, those set forth on Schedule 2 attached hereto; (xxiii) all other property not otherwise described aboveitems, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction; (xxiv) all books and records evidencing or relating to the foregoing; (xxv) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and (sxxvi) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or arising hereafter):Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims, including all Commercial Tort Claims (including as set forth on listed in Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents;; Guarantee & Collateral Agreement (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all Intellectual Property and all Intellectual Property LicensesProperty; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (rq) all other property not otherwise described above; and (sr) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (sq) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include include, any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1Assets. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any Excluded Assets or any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding ; and provided, further, that no United States intent-to-use trademark or service xxxx application shall be included in the foregoing, if and Collateral to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service xxxx application under Federal law. After such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in a particular asset is governed by a UK Security Document, favor of the provisions of such UK Security Document Administrative Agent and shall govern, unless otherwise provided for therein.be included in the Collateral. Guarantee & Collateral Agreement

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby pledge, hypothecate and grant to the stated maturity, by acceleration or otherwise) Collateral Agent for the benefit of the Secured Obligations (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 arising hereafter): hereafter from time to time acquired (a) all of the following being collectively called, the "Collateral"): all Accounts; (b) , all Chattel Paper; (c) , all Commercial Tort Claims Contracts, together with all Contract Rights arising thereunder, all Deposit Accounts (including as set forth on Schedule 8 hereto); (dany and all Cash Collateral Accounts) and all monies, securities, instruments and other investments deposited or required to be deposited in such Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) , all Equipment; (g) all Fixtures; (h) , all General Intangibles; (i) , all Goods; (j) , all Instruments; (k) , all Insurance, all Intellectual Property Property, all Inventory, all Investment Related Property, all Letter of Credit Rights, all letters of credit, all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, all Money, all Patents and Copyrights and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC)reissues, Promissory Notes (as defined in the UCC)renewals or extensions thereof, and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) , all Books computer programs of such Assignor and records pertaining to the Collateral; (r) all intellectual property rights therein and all other property Proprietary Information of such Assignor, including, but not otherwise described above; and limited to, Trade Secrets Rights, all Supporting Obligations (s) to the extent not otherwise includedincluded above), together with (i) all substitutions and replacements for and products of any of the foregoing; (ii) in the case of all Goods, all Proceedsaccessions; (iii) all accessories, Supporting Obligations attachments, parts, equipment and products repairs now or hereafter attached or affixed to or used in connection with any Goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such Goods; and (v) Proceeds of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding . (b) Notwithstanding anything herein to the contrary contained contrary, in clauses (a) through (s) above, no event shall the security interests created by this Agreement Collateral include and no Assignor shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as be deemed to which have granted a security interest is not granted pursuant to this Section 3 .1. Notwithstanding in, any of the other provisions set forth in this Section 3Assignor's right, this Agreement shall not constitute a grant of a security title or interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) any Intellectual Property (collectively, the "Non-Assignable Intellectual Property") to the extent that the terms grant of such security interest would constitute or result in such contractthe abandonment or invalidation thereof or the unenforceability of any right, license, instrument title or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions interest of the Credit Agreement or any Assignor therein; (ii) any license, contract or agreement to the extent that the grant of such Requirement of Law security interest is prohibited by or the term in would constitute a default under or a termination of, such contract, license, agreementcontract or agreement (each, instrument or other document providing for a "Non-assignable Contract"), and the terms restricting such prohibition, breach, default or termination or requiring such consent is ineffective grant are enforceable under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; providedUCC section 9-406), however, it being understood that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and each Assignor hereby agrees to the extent severable, shall attach immediately use all reasonable efforts to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and obtain all requisite consent to the extent that enable Assignor to grant a security interest in a particular such asset is governed by a UK Security Documentand, in any event, immediately upon the ineffectiveness, lapse or termination of any such restriction, the provisions Collateral shall include, and Assignor shall be deemed to have granted a security interest in, all such rights and interests as if such restriction had never been in effect; or (iii) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such UK Security Document shall govern, unless otherwise provided for thereinentitled to vote. (c) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.

Grant of Security Interests. (a) Each Grantor hereby Assignor grants to the Administrative AgentAgent Bank, for the ratable benefit of the Secured PartiesBanks, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any Assignor's right, title or and interest and wherever located ( collectivelyin the following property, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing owned by such Assignor or arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles;acquired subsequent to the date of this Agreement: (i) all GoodsAccounts Receivable; (jii) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit General Intangibles (as defined in the UCCUniform Commercial Code), Promissory Notes ; (iii) all Inventory (as defined in the UCCUniform Commercial Code), and Drafts ; (iv) all Equipment (as defined in the UCCUniform Commercial Code); (ov) all MoneyGoods (as defined in the Uniform Commercial Code); (pvi) all ReceivablesChattel Paper (as defined in the Uniform Commercial Code); (qvii) all Books and records pertaining to Instruments (as defined in the CollateralUniform Commercial Code); (rviii) all Documents (as defined in the Uniform Commercial Code); (ix) all money; (x) all Patents and Copyrights and all reissues, renewals or extensions thereof; (xi) 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; (xii) 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 Secret Rights; (xiii) all insurance policies; (xiv) all Permits; (xv) any and all property not otherwise described abovewhich any Assignor receives or is or may hereafter be entitled to receive on account of any collections of or with respect to such Assignor's Accounts Receivable, or any instrument in payment of or substitution for any of such Assignor's Accounts Receivable or such Assignor's General Intangibles, or any part thereof; (xvi) any and all property which any Assignor receives or which any Assignor may hereafter become entitled to receive on account of any sale, exchange, transfer or other disposition of such Assignor's Inventory or General Intangibles, or any part thereof; (xvii) any and all property which each Assignor is or may hereafter become entitled to receive on account of any sale, exchange, transfer or other disposition of such Assignor's Equipment, or any part thereof; and (sxviii) to the extent not otherwise included, all Proceeds, Supporting Obligations proceeds and products of any and all sale, exchange, collection or other disposition of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses . (axix) through all deposit accounts (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results defined in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except Uniform Commercial Code); and (ixx) to all investment property (as defined in the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Uniform Commercial Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein).

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) and does hereby pledge and grant to the Collateral Agent, for the benefit of the Secured Obligations Creditors (and, to the extent the following constitutes "COLLATERAL" under, and as defined in, the Original U.S. Security Agreement, does hereby reconfirm (without interruption) its assignment, transfer, pledge and grant to the Collateral Agent under the Original U.S. Security Agreement of), a continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following 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 arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Account; (bii) all cash; (iii) the Cash Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Claims; (dvi) all Deposit Accounts, all Securities Accounts computer programs of such Assignor and all Commodity Accounts (intellectual property rights therein and all other proprietary information of such Assignor, including but excluding any Excluded Accounts)not limited to Trade Secret Rights; (evii) all Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment; (x) all Units and Unit Certificates and MSO's; (xi) all Documents; (f) all Equipment; (g) all Fixtures; (hxii) all General Intangibles; (ixiii) all Goods; (jxiv) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxv) all Inventory; (mxvi) all Investment Property (including all Pledged Collateral)Property; (nxvii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxviii) all MoneyMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (pxix) all ReceivablesPatents; (qxx) all Books and records pertaining to the CollateralPermits; (rxxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxii) all Supporting Obligations; (xxiii) all of such Assignor's Collection Accounts and Lock Box Addresses and all of such Assignor's interest in any Collection Account, and all moneys, securities and instruments deposited or required to be deposited in such Collection Accounts or Lock Box Addresses; (xxiv) the Disbursement Account and all moneys deposited or required to be deposited in such Disbursement Account; (xxv) the Concentration Account and all moneys, securities and instruments deposited or required to be deposited in such Concentration Account; (xxvi) each Collection Bank Agreement to which such Assignor is a party and each other agreement entered into by such Assignor with any Collection Bank and all rights of such Assignor under each such agreement; (xxvii) the Concentration Account Agreement and each other agreement entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under each such agreement; (xxviii) the DB Account and all moneys, securities and instruments deposited or required to be deposited in the DB Account; (xxix) all other property not otherwise described aboveDeposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; and (sxxx) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and (all collateral of the above, the "COLLATERAL"). (b) The security given by interest of the Collateral Agent under this Agreement extends to all Collateral which any Person Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of the foregoing; provided, however, that notwithstanding this Agreement. (c) Notwithstanding anything to the contrary contained in clauses (a) through (s) abovethis Section 1.1 or elsewhere in this Agreement, in the event of any conflict between the provisions of this Agreement, the Intercreditor Agreement or any other Collateral Document and the provisions of the Senior Secured Notes Documents, the terms of this Agreement, the Intercreditor Agreement and the other Collateral Documents shall prevail. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, with respect to each Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as otherwise contemplated herein of more than 66-2/3% of the voting capital stock of such Non-Canadian Foreign Subsidiary would give rise to "deemed dividend" tax consequences under Section 956 of the Code, then not more 65% of the outstanding voting capital stock (plus 100% of the non-voting capital stock) of such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant to this Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement, (w) the Second Lien Creditors shall not have a security interest in, and the grant of security interests created by pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to the Second Lien Creditors the term “"Collateral” " shall not include the Second Lien Excluded Collateral, (including all of x) the individual items comprising term "Collateral) " with respect to the Second Lien Obligations shall not include any Excluded Assets nor Collateral owned by Holdings or in which Holdings has any assets as to which a direct right, title or interest, the grant or pledge of security interest is interests hereunder by Holdings shall be solely for the benefit of the First Lien Creditors and shall not granted pursuant to this Section 3 .1. Notwithstanding secure any of the other provisions set forth in this Section 3, this Agreement Second Lien Obligations and Holdings shall not constitute a grant of a security interest in any property be an Assignor with respect to the extent that such grant of a security interest is prohibited by Second Lien Obligations for any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained underpurpose whatsoever, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (iy) to the extent that the terms in such contract, license, instrument granting or other document providing for such prohibition, breach, default perfecting of any assets or termination, or requiring such consent are not permitted under the terms and conditions property of the Credit Assignors acquired after August 18, 2003 requires the consent of a third party that has not been obtained after the Assignors (other than Holdings) have used commercially reasonable efforts to obtain such consent, the Second Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement or (ii) to for the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 benefit of the UCC Second Lien Creditors shall not extend to, any such property or assets and (or any successor provision or provisionsz) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Documentfavor of the Second Lien Creditors cannot be granted or perfected in certain assets or property of the Assignors under applicable law, the provisions Second Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors that not extend to, any such UK Security Document shall govern, unless otherwise provided for thereinassets or property.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby pledge, hypothecate and grant to the stated maturity, by acceleration or otherwise) Collateral Agent for the benefit of the Secured Obligations (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 arising hereafter): hereafter from time to time acquired (a) all of the following being collectively called, the “Collateral”): all Accounts; (b) , all Chattel Paper; (c) , all Commercial Tort Claims Contracts, together with all Contract Rights arising thereunder, all Deposit Accounts (including as set forth on Schedule 8 hereto); (dany and all Cash Collateral Accounts) and all monies, securities, instruments and other investments deposited or required to be deposited in such Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) , all Equipment; (g) all Fixtures; (h) , all General Intangibles; (i) , all Goods; (j) , all Instruments; (k) , all Insurance, all Intellectual Property Property, all Inventory, all Investment Related Property, all Letter of Credit Rights, all letters of credit, all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, all Money, all Patents and Copyrights and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC)reissues, Promissory Notes (as defined in the UCC)renewals or extensions thereof, and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) , all Books computer programs of such Assignor and records pertaining to the Collateral; (r) all intellectual property rights therein and all other property Proprietary Information of such Assignor, including, but not otherwise described above; and limited to, Trade Secrets Rights, all Supporting Obligations (s) to the extent not otherwise includedincluded above), together with (i) all substitutions and replacements for and products of any of the foregoing; (ii) in the case of all Goods, all Proceedsaccessions; (iii) all accessories, Supporting Obligations attachments, parts, equipment and products repairs now or hereafter attached or affixed to or used in connection with any Goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such Goods; and (v) Proceeds of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding . (b) Notwithstanding anything herein to the contrary contained contrary, in clauses (a) through (s) above, no event shall the security interests created by this Agreement Collateral include and no Assignor shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as be deemed to which have granted a security interest is not granted pursuant to this Section 3 .1. Notwithstanding in, any of the other provisions set forth in this Section 3Assignor’s right, this Agreement shall not constitute a grant of a security title or interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) any Intellectual Property (collectively, the “Non-Assignable Intellectual Property”) to the extent that the terms grant of such security interest would constitute or result in such contractthe abandonment or invalidation thereof or the unenforceability of any right, license, instrument title or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions interest of the Credit Agreement or any Assignor therein; (ii) any license, contract or agreement to the extent that the grant of such Requirement of Law security interest is prohibited by or the term in would constitute a default under or a termination of, such contract, license, agreementcontract or agreement (each, instrument or other document providing for a “Non-assignable Contract”), and the terms restricting such prohibition, breach, default or termination or requiring such consent is ineffective grant are enforceable under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; providedUCC section 9-406), however, it being understood that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and each Assignor hereby agrees to the extent severable, shall attach immediately use all reasonable efforts to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and obtain all requisite consent to the extent that enable Assignor to grant a security interest in a particular such asset is governed by a UK Security Documentand, in any event, immediately upon the ineffectiveness, lapse or termination of any such restriction, the provisions Collateral shall include, and Assignor shall be deemed to have granted a security interest in, all such rights and interests as if such restriction had never been in effect; or (iii) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such UK Security Document shall govern, unless otherwise provided for thereinentitled to vote. (c) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral As security for the prompt and complete payment and performance when due in full of all the Obligations, the Debtors hereby grants to the Secured Party, for the benefit of each Designated Representative (whether at as defined in the stated maturity, by acceleration or otherwiseCollateral Agency Agreement) a security interest in and continuing lien on all of the Secured Obligations (Debtors' right, tide and interest in to and under the following, in each case, whether now owned or existing or arising hereafterhereafter acquired or arising, and wherever located (all of which being hereinafter collectively called the "Collateral"): (ai) all Accounts; (bii) all Chattel Paper; (ciii) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)the Collateral Account; (div) all Collateral Records; (v) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (evi) all Documents; (fvii) all Equipment; (gviii) all Fixtures; (hix) all General Intangibles; (ix) all GoodsHedging Agreements; (jxi) all Instruments; (kxii) all Intellectual Property and all Intellectual Property LicensesInsurance Policies; (lxiii) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (oxiv) all Money; (pxv) all Motor Vehicles; (xvi) all Receivables; (qxvii) all Books and records pertaining to the CollateralReceivables Records; (rxviii) all other property not otherwise described abovetangible and intangible personal property; (xix) the Restricted Funds Account; and (sxx) all accessions and additions to any or all of the extent not otherwise includedforegoing, all Proceeds, Supporting Obligations substitutions and products of replacements for any and or all of the foregoing and all collateral security given by Proceeds or products of any Person with respect to any or all of the foregoing; provided. Notwithstanding the foregoing, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) Collateral shall not include any Excluded Assets nor any assets (i) Excepted Property as to which a security interest such term is not granted pursuant to this Section 3 .1. Notwithstanding any defined in the Mortgages, whether now owned or existing or hereafter acquired or arising and wherever located, (ii) the Equity Interests of the Debtors that are required to be pledged under the indenture dated June 12, 1995, as such agreement has been amended and supplemented through the date hereof, relating to the Senior Notes or any similar document governing any Refinancing Indebtedness in respect of the Senior Notes, (iii) the Debtors' rights under the TPM Services Agreement, as such agreement exists on the date hereof and (iv) the Debtors, rights under the Trademark License Agreement, as amended on the date hereof, by and between Trump and THCR and (iii) other provisions set forth in this Section 3, this Agreement shall not constitute xxxxx that would be "Collateral" but are subject to a Permitted Lien (to the extent and for so long as such Permitted Lien restricts the grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinhereunder).

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of the stated maturityObligations, by acceleration or otherwise) each Assignor does hereby assign and transfer unto the First-Lien Collateral Agent, and does hereby pledge and grant to the First-Lien Collateral Agent for the benefit of the Secured Obligations (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 arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Receivable; (bii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Claims; (dvi) 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 Domain Names and Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (exi) all Documents; (f) all Equipment; (g) all Fixtures; (hxii) all General Intangibles; (ixiii) all Goods; (jxiv) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxv) all Inventory; (mxvi) all Investment Property (including all Pledged Collateral)Property; (nxvii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxviii) all MoneyMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (pxix) all ReceivablesPatents; (qxx) all Books and records pertaining to the CollateralPermits; (rxxi) all other property not otherwise described aboveSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxii) all Supporting Obligations; and (sxxiii) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and (all collateral security given by any Person with respect to any of the foregoing; providedabove, however, that notwithstanding the “Collateral”). (b) The security interest of the First-Lien Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. Notwithstanding anything to the contrary contained in clauses (a) through (s) aboveherein, the security interests created by this Agreement Collateral shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not at no time include any Excluded Assets nor any assets as to items which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately would at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and constitute Excluded Collateral. (c) Notwithstanding anything herein to the extent severablecontrary, the relative rights and remedies of First-Lien Collateral Agent shall attach immediately be subject to any portion and governed by the terms of the Collateral that does not result Intercreditor Agreement at any time the Intercreditor Agreement is in such consequenceseffect. Notwithstanding In the foregoing, if event of any inconsistency between the terms hereof and to the extent that a security interest in a particular asset is governed by a UK Security DocumentIntercreditor Agreement, the provisions of such UK Security Document Intercreditor Agreement shall govern, unless otherwise provided for thereincontrol at any time the Intercreditor Agreement is in effect.

Grant of Security Interests. Each In addition to the security interest and Liens provided in the Orders, each Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, in each case subject to the Interim Order (as the same may be amended, supplemented or otherwise modified by the Final Order), a security interest in all of such Grantor’s right, title and interest in and to the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, in each case except to the extent released in accordance with Section 8.15 and wherever located ( collectivelysubject to the proviso to this Section 3.1, the “Collateral”), as collateral security for the prompt and complete payment and performance when due or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise) ), of the Secured Obligations (whether now existing or arising hereafter):Obligations: (a) all Accounts, including all Receivables; (b) all Cash Equivalents and Deposit Accounts; (c) all Chattel Paper; (cd) all Commercial Tort Claims (including as set forth described on Schedule 8 hereto); 4 (das such schedule may be supplemented from time to time pursuant to Section 6.2(b) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accountsof the DIP ABL Credit Agreement); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including contract rights; (i) all GoodsInstruments, except to the extent constituting Pledged Notes (or which would constitute Pledged Notes but for the de minimis threshold contained in the definition thereof); (j) all InstrumentsIntellectual Property (including all Copyright Licenses, Patent Licenses and Trademark Licenses); (k) all Intellectual Property and all Intellectual Property LicensesInventory; (l) all InventoryInvestment Property; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit ; (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC)n) all Money; (o) all MoneyPledged Securities; (p) all Receivablesother Goods; (q) all Books books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and records other electronic storage media and related data processing software and similar items that at any time evidence or contain information pertaining to any of the CollateralCollateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (r) all Real Property; (s) subject to entry of the Final Order, Avoidance Proceeds; (t) all DIP Collateral (as defined in the Orders); (u) subject to the Orders, all other unencumbered property, which was unencumbered prior to the date hereof, of the same manner, type and scope of any of the foregoing property not otherwise described referenced in (a) through (t) above; and (sv) to the extent not otherwise included, all Proceeds, Supporting Obligations products, accessions, rents and profits of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 33.1, this Agreement the security interest granted hereunder shall not constitute a grant of a security interest in any property to cover, and the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent term “Collateral” shall not obtained underinclude, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement Excluded Accounts or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinExcluded Collateral.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral 2.1 As security for the prompt and complete payment and performance in full of all the Secured Obligations when due (whether at the stated maturity, by acceleration or otherwise) ), each Grantor hereby grants to the Administrative Agent for the benefit of the Secured Obligations (Parties a security interest in and lien on all of such Grantor's right, title and interest in, to and under the following, in each case, whether now owned or existing or arising hereafterhereafter acquired or arising, and wherever located (all of which being hereinafter collectively called the "COLLATERAL"): (a1) all Accounts; (b2) all Chattel Paper; (c3) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Contracts; (d4) the Collateral Account; (5) all Collateral Records; (6) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e7) all Documents; (f) 8) all Equipment; (g9) all Fixtures; (h10) all General Intangibles; (i11) all GoodsIntellectual Property; (j12) all Interest Rate Agreements; (13) all Instruments; (k14) all Intellectual Property and all Intellectual Property Licenses;Insurance Policies; 238 (l15) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o16) all Money; (p17) all Motor Vehicles; (18) all Receivables; (q19) all Books and records pertaining to the CollateralReceivables Records; (r20) all other property not otherwise described abovetangible and intangible personal property; (21) all of the Security Collateral; and (s22) all accessions and additions to any or all of the extent not otherwise includedforegoing, all Proceeds, Supporting Obligations substitutions and products of replacements for any and or all of the foregoing and all collateral security given by Proceeds or products of any Person with respect to any or all of the foregoing; provided, however, that notwithstanding . Notwithstanding anything herein to the contrary contained contrary, in clauses no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's rights or interests in (a) through (s) aboveany item of Collateral or any of its rights or interests thereunder to the extent, but only to the security interests created by this Agreement shall not extend toextent, and that such a grant would, under the term “Collateral” (including all terms of the individual items comprising license, contract or agreement underlying such item of Collateral) shall not include any Excluded Assets nor any assets as , result in a breach of the terms of, or constitute a default under such license, contract or agreement to which such Grantor is a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the party (other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise term would be rendered ineffective pursuant to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 318(4) of the UCC (or any successor provision or provisions) Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, howeverPROVIDED, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicableupon the ineffectiveness, or such prohibition, breach, default lapse or termination is no longer applicable or is waivedof any such provision, the Collateral shall include, and such Grantor shall be deemed to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that have granted a security interest in, all such rights and interests as if such provision had never been in effect, or (b) more than 65% of the outstanding stock of any issuer which is a particular asset is governed by a UK Security Document, Foreign Subsidiary if the provisions pledge of more than such UK Security Document shall govern, unless otherwise provided amount would have material adverse tax consequences for thereinCompany and its Subsidiaries.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) and does hereby pledge and grant to the Collateral Agent, for the benefit of the Secured Obligations Creditors, a continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Account; (bii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth described on Schedule 8 hereto)Annex G as updated from time to time; (dvi) 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 Domain Names and Trade Secret Rights; (vii) all Contracts, together with all Contract Rights arising thereunder; (viii) all Equipment; (ix) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (ex) all Documents; (f) all Equipment; (g) all Fixtures; (hxi) all General Intangibles; (ixii) all Goods; (jxiii) all Instruments; (kxiv) all Intellectual Property and all Intellectual Property LicensesProperty; (lxv) all Inventory; (mxvi) all Investment Property (including all Pledged Collateral)Financial Assets; (nxvii) all Joint Venture Investment Property; (xviii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxix) all MoneyNotes; (pxx) all ReceivablesPermits; (qxxi) all Books Security Entitlements and records pertaining other Investment Property (to the Collateralextent not already covered by another clause of this Section 1.1(a)); (rxxii) all Supporting Obligations; (xxiii) all Fixtures; (xxiv) all other property not otherwise described abovegoods and personal property, whether tangible or intangible; and (sxxv) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing and (all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein”).

Grant of Security Interests. Each Grantor To secure the payment and performance of the Secured Obligations, each Debtor hereby grants to the Administrative AgentSecured Party a lien on, for the ratable benefit of the Secured Parties, a security interest in and right of set-off against any and all right, title and interest of Debtor in and to any and all of the following property property, whether now owned or at any time existing or hereafter created, acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, arising (all being collectively referred to herein as the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or arising hereafter): (a) all Accounts; (b) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper); (c) all Commercial Tort Claims, including those Commercial Tort Claims (including as set forth in which such Debtor has any interest specified on Schedule 8 hereto)3.9; (d) all Deposit AccountsContracts, together with all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts)Contract Rights arising thereunder; (e) all DocumentsDeposit Accounts, all cash, and other property deposited therein or otherwise credited thereto from time to time and other monies and property in the possession or under the control of Secured Party or any affiliate, representative, agent or correspondent of Secured Party; (f) all EquipmentDocuments; (g) all FixturesGeneral Intangibles, including any and all Intellectual Property; (h) all General IntangiblesGoods any and all Inventory, any and all Equipment and any and all Fixtures; (i) all GoodsInstruments; (j) all InstrumentsInvestment Property; (k) all Intellectual Property and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters ; (l) all Supporting Obligations; (m) any and all other personal property and interests in personal property whether or not subject to the UCC; (n) any and all books and records, in whatever form or medium, that at any time evidence or contain information relating to any of Credit (as defined the foregoing properties or interests in properties or are otherwise necessary or helpful in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC)collection thereof or realization thereon; (o) all Money;Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (p) all Receivables; (q) Proceeds and products of the foregoing, and all Books and records insurance pertaining to the Collateral; (r) all other property not otherwise described above; and (s) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinproceeds thereof.

Grant of Security Interests. (a) Each Grantor hereby Assignor grants to the Administrative AgentAgent Bank, for the ratable benefit of the Secured PartiesBanks, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any Assignor's right, title or and interest and wherever located ( collectivelyin the following property, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing owned by such Assignor or arising hereafter):acquired subsequent to the date of this Agreement: (ai) all AccountsAccounts Receivable; (b) all Chattel Paper; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (hii) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (liii) all Inventory; (miv) all Investment Property (including all Pledged Collateral)Equipment; (nv) all Letter-of-Credit Rights; Letters of Credit Goods (as defined in the UCCUniform Commercial Code), Promissory Notes ; (vi) all Chattel Paper (as defined in the UCCUniform Commercial Code), and Drafts ; (vii) all Instruments (as defined in the UCCUniform Commercial Code); (oviii) all MoneyDocuments (as defined in the Uniform Commercial Code); (pix) all Receivablesmoney; (qx) all Books Patents and records pertaining to the CollateralCopyrights and all reissues, renewals or extensions thereof; (rxi) 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; (xii) 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 Secret Rights; (xiii) all insurance policies; (xiv) all Permits; (xv) any and all property not otherwise described abovewhich any Assignor receives or is or may hereafter be entitled to receive on account of any collections of or with respect to such Assignor's Accounts Receivable, or any instrument in payment of or substitution for any of such Assignor's Accounts Receivable or such Assignor's General Intangibles, or any part thereof; (xvi) any and all property which any Assignor receives or which any Assignor may hereafter become entitled to receive on account of any sale, exchange, transfer or other disposition of such Assignor's Inventory or General Intangibles, or any part thereof; (xvii) any and all property which each Assignor is or may hereafter become entitled to receive on account of any sale, exchange, transfer or other disposition of such Assignor's Equipment, or any part thereof; and (sxviii) to the extent not otherwise included, all Proceeds, Supporting Obligations proceeds and products of any and all sale, exchange, collection or other disposition of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims (including including, without limitation, those described as set forth on Schedule 8 attached hereto); (d) all Deposit Accounts, all Securities Accounts Accounts, and all Commodity Accounts (but excluding any in each case, other than Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses, and all claims for any infringement or other impairment thereof; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all intercompany Indebtedness owed to any Loan Party by any Group Member; (s) all other property not otherwise described above; and (st) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1the following paragraph. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any Excluded Account or any other property (for so long as such property shall be considered Excluded Assets) to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding anything in this Agreement to the foregoingcontrary, if United States intent-to-use trademark or service xxxx applications shall not be included in the Collateral (and shall be considered Excluded Assets) to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service xxxx applications under Federal law; provided, however, that after such period, each Grantor acknowledges that such interest in such trademark or service xxxx applications shall be subject to a security interest in a particular asset is governed by a UK Security Document, favor of the provisions of such UK Security Document Administrative Agent and shall govern, unless otherwise provided for thereinbe included in the Collateral (and shall no longer be considered an Excluded Asset).

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of the stated maturityObligations, by acceleration or otherwise) each Pledgor does hereby collaterally assign and transfer unto the Collateral Agent for the benefit of the Secured Obligations Creditors, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Pledgor in, to and under all of the following, whether now existing or arising hereafterhereafter from time to time acquired (collectively, the "Collateral"): (ai) all Equipment; (ii) all Inventory; (iii) all Contracts, together with all Contract Rights thereunder; (iv) all Instruments; (v) all General Intangibles; (vi) all Accounts; (bvii) all Insurance Policies; (viii) all Intellectual Property; (ix) all Chattel Paper; (cx) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Investment Property and Financial Assets; (dxi) all Deposit Accounts, all Securities Accounts including, without limitation, the Cash Collateral Account established for the Pledgors and all Commodity Accounts (but excluding any Excluded Accounts)monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (nxii) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (oxiii) all MoneyGoods; (pxiv) all ReceivablesCommercial Tort Claims, including, without limitation, each Specified Commercial Tort Claim; (qxv) all Books and records pertaining to the CollateralDocuments; (rxvi) all Fixtures; (xvii) all Supporting Obligations relating to any and all of the foregoing; (xviii) all books, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other property not otherwise described abovepapers containing information relating to any and all items of Collateral; and (sxix) to the extent not otherwise includedcovered by clauses (i) through (xviii) of this sentence, all Proceeds, Supporting Obligations and products other personal property whether tangible or intangible wherever located; and (xx) all Proceeds of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses . (ab) through (s) above, the The security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding Agent under this Agreement extends to all Collateral of the foregoing, if and to kind which is the extent that a security interest in a particular asset is governed by a UK Security Document, subject of this Agreement which each Pledgor may acquire at any time during the provisions continuation of such UK Security Document shall govern, unless otherwise provided for thereinthis Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Secured Obligations Obligations, each Grantor 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 Parties, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or arising hereafterhereafter from time to time acquired (collectively, as listed below in this Section 1.1, the “Collateral”): (ai) all Accountseach and every Account; (bii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Claims; (dvi) all computer programs and Software of such Grantor and all Intellectual Property therein and all other proprietary information of such Grantor, including but not limited to Domain Names and Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (exi) all Documents; (f) all Equipment; (g) all Fixtures; (hxii) all General Intangibles; (ixiii) all Goods; (jxiv) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxv) all Inventory; (mxvi) all Financial Assets and Investment Property (including all Pledged Collateral)Property; (nxvii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxviii) all MoneyMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Grantor 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; (pxix) all ReceivablesPatents, 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; (qxx) all Books and records pertaining to the CollateralPermits; (rxxi) all other property not otherwise described aboveSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxii) all Supporting Obligations; and (sxxiii) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, provided that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) Collateral shall not include any Excluded Assets nor any assets as to which a Collateral. (b) The security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding Agent under this Agreement extends to all Collateral which any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions term of such UK Security Document shall govern, unless otherwise provided for thereinthis Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityFirst-Lien Collateral Agent, by acceleration or otherwise) and does hereby pledge and grant to the First-Lien Collateral Agent, for the benefit of the Secured Obligations Creditors, a continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Account; (bii) all cash and Cash Equivalents; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Claims; (dvi) 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 all Software, and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (vii) Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited in any of the foregoing; (ex) all Documents; (fxi) all Domain Names; (xii) all Equipment; (g) all Fixtures; (hxiii) all General Intangibles; (ixiv) all Goods; (jxv) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxvi) all Inventory; (mxvii) all Investment Property (including all Pledged Collateral)Property; (nxviii) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxix) all MoneyMarks; (pxx) all ReceivablesPatents; (qxxi) all Books and records pertaining to the CollateralPermits; (rxxii) all other property not otherwise described aboveSupporting Obligations; (xxiii) all Trade Secret Rights; and (sxxiv) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all collateral security given by any Person with respect to any of the foregoing; providedabove, however, that notwithstanding the “Collateral”). Notwithstanding anything to the contrary contained above, in clauses no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) through (s) aboveany lease, the security interests created by this Agreement shall not extend tolicense, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest is not granted shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to this Section 3 .1. Notwithstanding the terms of, or a default under, any of the such lease, license, contract, property rights or agreement (other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results term in the termination case of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except preceding clause (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii), as applicable) would be rendered ineffective pursuant to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; ), provided, however, that such the security interest interests hereunder shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach (x) immediately to any portion of the Collateral such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, or (b) more than 65% of the Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such consequences. Assignor of any Foreign Corporation. (b) The security interest of the First-Lien Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. (c) Notwithstanding the foregoing, if and anything herein to the extent that a security interest in a particular asset is contrary, the relative rights and remedies of First-Lien Collateral Agent shall be subject to and governed by a UK Security Documentthe terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the provisions of such UK Security Document Intercreditor Agreement shall govern, unless otherwise provided for thereincontrol at any time the Intercreditor Agreement is in effect.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, Accounts and all Securities Accounts and all Commodity Accounts (but excluding any other than Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles;; ​ ​ (i) all Goods; (j) all Instruments; (k) all Intellectual Property Property, including, without limitation, Copyright Licenses, Trademark Licenses and all Intellectual Property Patent Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all other property not otherwise described above; and (s) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (sr) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include include, any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for thereinAssets.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and complete payment and performance when due (whether at of all of the stated maturityObligations, by acceleration or otherwise) Heritage and the Operating Partnership do hereby pledge, grant, sell, assign and transfer unto the Collateral Agent for the benefit of the Secured Obligations Creditors, a continuing first priority security interest (subject only to Permitted Liens) in, all of the right, title and interest of the Company in, to and under all of the following, whether now existing or arising hereafter): hereafter from time to time acquired (acollectively, the "COLLATERAL"): (i) each and every Receivable, (ii) all Accounts; Contracts, together with all Contract Rights arising thereunder, (biii) all Equipment, (iv) all Inventory, (v) all General Intangibles, (vi) any Cash Concentration Account established for the Company, as and when required by Section 2.7, and all monies, securities and instruments deposited or required to be deposited in such Cash Concentration Account, (vii) all Chattel Paper; , Documents and Instruments, (cviii) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accountsof the capital stock of the Company's Subsidiaries, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCCaccordance with Section 1.1(c), and Drafts (as defined in the UCC); (oix) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all other property not otherwise described above; and (s) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all Collateral referred to in clauses (i) through (viii) of the foregoing and all collateral security given by any Person with respect to any of the foregoingthis Section 1.1(a); provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) Collateral shall not include for any Excluded Assets nor purpose under this Agreement or any assets as other Financing Document any property subject to which a security interest is not granted Lien incurred pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3clause (i), this Agreement shall not constitute a grant of a security interest in any property (vii), (viii) or (xv) (to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise clause (xv) applies to such property, except clause (i), (vii) or (viii)) of Section 6C of the Note Purchase Agreement, clause (i), (vii), (viii) or (xv) (to the extent that the terms in such contractclause (xv) applies to clause (i), license, instrument (vii) or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions (viii)) of Section 7B.3 of the Credit Agreement or (ii) to and the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) parallel provisions of any relevant jurisdiction Additional Parity Debt Agreement, unless the Indebtedness secured by such Lien shall have been paid or any other applicable law discharged and such Lien is released, at which time such property will become Collateral if it is of such character that it would be Collateral except for the presence of such Lien. (including the Bankruptcy Codeb) or principles of equity; provided, however, that such The security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding Agent under this Agreement extends to all Collateral of the foregoing, if and to kind which is the extent that a security interest in a particular asset is governed by a UK Security Document, subject of this Agreement which the provisions Company may acquire at any time during the continuation of such UK Security Document shall govern, unless otherwise provided for thereinthis Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Secured Obligations (Obligations, each Grantor does hereby pledge to the Administrative Agent, and does hereby grant to the Administrative Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following of each Grantor, whether now existing or hereafter from time to time arising hereafteror acquired and wherever located (collectively, the “Collateral”): (ai) all Accounts, including, without limitation, each and every Account Receivable; (bii) all Goods; (iii) all Inventory; (iv) all Equipment; (v) all Documents; (vi) all Instruments; (vii) all Chattel Paper; (cviii) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Money; (dix) all Deposit Accounts, all Securities Accounts including, but not limited to, the Collateral Concentration Account and all Commodity Accounts (but excluding Controlled Deposit Accounts, together with all monies, securities and instruments at any Excluded Accounts)time deposited in any such Deposit Account or otherwise held for the credit thereof; (ex) all DocumentsSecurities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto; (fxi) all EquipmentInvestment Property; (gxii) all Fixtures; (hxiii) all As-Extracted Collateral, including, without limitation, all Minerals; (xiv) all General Intangibles, including, but not limited to, all Contract Rights; (ixv) all GoodsCommercial Tort Claims; (jxvi) all InstrumentsIntellectual Property; (kxvii) all Intellectual Property letters of credit and all Intellectual Property Licenses; (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (oxviii) all MoneyPayment Intangibles; (pxix) all ReceivablesPromissory Notes; (qxx) all Books and records pertaining to the CollateralSupporting Obligations; (rxxi) all insurance claims; (xxii) all other property not otherwise described aboveitems, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction; (xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and (sxxiv) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products Products of any and all of the foregoing and all collateral security given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a security interest is not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral (a) As security for the prompt and --------------------------- complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Obligations (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 arising hereafter): hereafter from time to time acquired: (ai) each and every Receivable, (ii) all Accounts; Contracts, together with all Contract Rights arising thereunder, (biii) all Chattel Paper; Inventory, (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (fiv) all Equipment; , (gv) all Fixtures; Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (hvi) all General Intangibles; Patents and Copyrights, (ivii) all Goods; (j) all Instruments; (k) all Intellectual Property computer programs of such Assignor and all Intellectual Property Licenses; intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (l) all Inventory; (m) all Investment Property (including all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (rviii) all other property not otherwise described above; and Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (sincluding cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the extent not otherwise includedforegoing accounts, and (xi) all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and (all collateral security given by any Person with respect to any of the foregoingabove, collectively, the " Collateral"); provided, provided -------- however, that notwithstanding anything to (x) in the contrary contained case of any Instruments, Contracts, Chattel Paper or ------- General Intangibles that would otherwise be included in clauses (a) through (s) abovethe Collateral, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as to which a no security interest is not in the right, title and interest of any Assignor thereunder or therein will be granted pursuant to this Section 3 .1. Notwithstanding any 1.1 (and such Instruments, Contracts, Chattel Paper or General Intangibles shall not be deemed to constitute a part of the other provisions set forth in this Section 3Collateral) for so long as, this Agreement shall not constitute a grant and to the extent that, the granting of a security interest in any property the right, title and interest of such Assignor thereunder or therein pursuant to the extent that such grant of terms hereof would result in a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination of such Instruments, Contracts, Chattel Paper or requiring 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 consent is ineffective 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 Section 9-406, 9-407, 9-408 or 9-409 this Agreement (and such Equipment shall not be deemed to constitute a part of the UCC (or any successor provision or provisionsCollateral) if such Equipment is subject to a Lien permitted by Section 9.01(vii) of any relevant jurisdiction or any other applicable law the Credit Agreement and the holder of such Lien has not consented to the Collateral Agent having a junior Lien on such Equipment. (including the Bankruptcy Codeb) or principles of equity; provided, however, that such The security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding Agent under this Agreement extends to all Collateral of the foregoing, if and to kind which is the extent that a security interest in a particular asset is governed by a UK Security Document, subject of this Agreement which any Assignor may acquire at any time during the provisions term of such UK Security Document shall govern, unless otherwise provided for thereinthis Agreement.

Grant of Security Interests. Each Grantor In order to secure the payment and performance of the Obligations, in accordance with the terms thereof, each Debtor hereby grants to the Administrative Agent, Security Trustee for the ratable benefit of the Secured Parties, Beneficiaries a continuing security interest in and to all right, title and interest of such Debtor in the following property property, whether now owned or at any time existing or hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest arising and wherever regardless of where located ( collectively, (all being collectively referred to as the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or arising hereafter): (a) all Accounts; (b) all Chattel PaperInventory; (c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto); (d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (d) all Documents; (e) all Instruments; (f) all Investment Property; (g) all Equipment; (h) all Fixtures; (i) all Goodsdeposit accounts of such Debtor maintained with any bank or financial institution and all claims and causes of action arising therefrom; (j) all Instrumentsbooks, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the property described in subparts (a) - (i) above or are otherwise necessary or helpful in the collection thereof or realization thereon; (k) all Intellectual Property and all Intellectual Property Licensesproperty in the possession of the Security Trustee or any Beneficiary; (l) without limitation of clause (e), all Inventory;collateral security therefor from time to time, all guarantees thereof and any and all rights and remedies of such Debtor thereunder (including, without limitation, the right to make demand and receive payments thereunder), and all claims for money due and to become due to such Debtor thereunder; and (m) all Investment Property (including Proceeds of all Pledged Collateral); (n) all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); (o) all Money; (p) all Receivables; (q) all Books and records pertaining to the Collateral; (r) all other property not otherwise described above; and (s) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security given by any Person with respect to or any of the foregoingproperty described in subparts (a) - (l) above; provided, however, that notwithstanding anything to in no event shall the contrary contained in clauses (a) through (s) above, the security interests created by this Agreement shall not extend toCollateral include, and the term “Collateral” (including all of the individual items comprising Collateral) no Debtor shall not include any Excluded Assets nor any assets as be deemed to which have granted a security interest is not granted in, any of such Debtor’s right, title or interest in: (i) any Intellectual Property if the grant of such security interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of any Debtor therein, or breach or termination pursuant to this Section 3 .1. Notwithstanding the terms of, or a default under, any Intellectual Property or the violation of any applicable law; (ii) any General Intangible or Equipment if the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a such security interest in (x) shall be prohibited by any property contract, agreement, instrument or indenture governing such General Intangible or relating to such Equipment, (y) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (z) is permitted only with the consent of another party, and such consent has not been obtained or (iii) any assets of any Debtor to the extent that such grant of a security interest is prohibited by any Requirement would violate applicable law or governmental regulation; in each cause of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except clauses (i) and (ii), other than to the extent that the terms in any such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is rendered ineffective under Section by §§ 9-406, 9-407, 9-408 or 406 to 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equityUCC; providedprovided further, however, that such notwithstanding the foregoing, in no event shall the Debtors be required to grant to the Security Trustee a security interest shall attach immediately at such time as such Requirement in any Excluded Charged Assets under this Security Agreement to secure the Designated Secured Obligations. For the avoidance of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the doubt, (i) all Collateral that does not result in constitute Excluded Charged Assets remains subject to the lien granted pursuant to this Security Agreement to secure all Secured Obligations, including without limitation the Designated Secured Obligations; and (ii) such consequencesExcluded Charged Assets remain subject to the lien granted under this Section 2 to secure any Secured Obligations that are not Designated Secured Obligations. Notwithstanding In the foregoingevent that Rule 3-16 is amended, if and modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent that necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) only if no member of the Group files or is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in this paragraph apply, this Security Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to release the lien (but only to the extent securing such Designated Secured Obligations and without prejudice to the security interest securing the Secured Obligations referred to in a particular asset clause (ii) of the preceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is governed amended, modified or interpreted by a UK Security Documentthe SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the provisions amount then secured without the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of such UK Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not to be Excluded Charged Assets for such Designated Secured Obligations, but limited to the extent necessary to not be subject to any such financial statement requirement. If the circumstances described in this paragraph apply, this Security Document Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to xxxxx x xxxx in favor of the Security Trustee in such additional Ownership Interests or other securities that were deemed to constitute Excluded Charged Assets. The obligations of each Debtor pursuant to this Security Agreement shall governcontinue to be effective or automatically be reinstated, unless as the case may be, if at any time payment of any of the Obligations is rescinded or otherwise provided for thereinmust be restored or returned by the Security Trustee or any Beneficiary upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of such Debtor or any other Obligor or otherwise, all as though such payment had not been made. If the grant, pledge, or collateral transfer or assignment of any rights of any Debtor under any contract included in the Collateral is expressly prohibited by such contract, then the security interest hereby granted nonetheless remains effective to the extent allowed by Section 9-318 of the UCC or other applicable law but is otherwise limited by that prohibition.

Grant of Security Interests. Each Grantor hereby grants (a) Subject to the Administrative terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of its Obligations, the Assignor does hereby assign and transfer unto the Third-Lien Collateral Agent, and does hereby pledge and grant to the Third-Lien Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of the Assignor in, to and under all of the following personal property and fixtures (whether at the stated maturity, by acceleration or otherwiseand all rights therein) of the Secured Obligations (Assignor, or in which or to which the Assignor has any rights, in each case whether now existing or arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Account; (bii) all cash and Cash Equivalents; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Claims; (dvi) all computer programs of the Assignor and all intellectual property rights therein and all other proprietary information of the Assignor, including but not limited to all Software, and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (vii) all Domain Names; (viii) all Trade Secret Rights; (ix) Contracts, together with all Contract Rights arising thereunder; (x) all Copyrights; (xi) all Equipment; (xii) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management and passbook accounts maintained by the Assignor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited in any of the foregoing; (exiii) all Documents; (f) all Equipment; (g) all Fixtures; (hxiv) all General Intangibles; (ixv) all Goods; (jxvi) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxvii) all Inventory; (mxviii) all Investment Property (including all Pledged Collateral)Property; (nxix) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxx) all MoneyMarks; (pxxi) all ReceivablesPatents; (qxxii) all Books and records pertaining to the CollateralPermits; (rxxiii) all other property not otherwise described aboveSupporting Obligations; and (sxxiv) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all collateral security given by any Person with respect to any of the foregoing; providedabove, however, that notwithstanding the "Collateral"). Notwithstanding anything to the contrary contained above, in clauses no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) through (s) aboveany lease, the security interests created by this Agreement shall not extend tolicense, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as contract, property rights or agreement to which the Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest is not granted shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to this Section 3 .1. Notwithstanding the terms of, or a default under, any of the such lease, license, contract, property rights or agreement (other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results term in the termination case of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except preceding clause (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) , as applicable) would be rendered ineffective pursuant to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; ), provided, however, that such (x) the security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severableinterests hereunder, shall attach immediately to any portion of the Collateral such lease, license, contact, property rights or agreement that does not result in such consequences. Notwithstanding any of the foregoingconsequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, if and (b) to the extent that such assets are the property of the Assignor, any property or asset of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such property or asset, or (c) to the extent such assets are the property of the Assignor, the equity interests of (x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibit the granting of a particular asset security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (y) more than 65% of the Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation. (b) The security interest of the Third-Lien Collateral Agent under this Agreement extends to all Collateral which the Assignor may acquire, or with respect to which the Assignor may obtain rights, at any time during the term of this Agreement. (c) Notwithstanding anything herein to the contrary, the relative rights and remedies of Third-Lien Collateral Agent shall be subject to and governed by a UK Security Documentthe terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the provisions of such UK Security Document Intercreditor Agreement shall govern, unless otherwise provided for thereincontrol at any time the Intercreditor Agreement is in effect.

Grant of Security Interests. Each Grantor hereby grants (a) Subject to the Administrative terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturitySecond-Lien Collateral Agent, by acceleration or otherwise) and does hereby pledge and grant to the Second-Lien Collateral Agent, for the benefit of the Secured Obligations Creditors, a continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or arising hereafter):hereafter from time to time acquired: (ai) all Accountseach and every Account; (bii) all cash and Cash Equivalents; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (cv) all Commercial Tort Claims (including as set forth on Schedule 8 hereto)Claims; (dvi) 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 all Software, and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (vii) all Domain Names; (viii) all Trade Secret Rights; (ix) Contracts, together with all Contract Rights arising thereunder; (x) all Copyrights; (xi) all Equipment; (xii) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Excluded Accounts)Person and all monies, securities, Instruments and other investments deposited in any of the foregoing; (exiii) all Documents; (f) all Equipment; (g) all Fixtures; (hxiv) all General Intangibles; (ixv) all Goods; (jxvi) all Instruments; (k) all Intellectual Property and all Intellectual Property Licenses; (lxvii) all Inventory; (mxviii) all Investment Property (including all Pledged Collateral)Property; (nxix) all Letter-of-Credit Rights; Letters Rights (whether or not the respective letter of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCCcredit is evidenced by a writing); (oxx) all MoneyMarks; (pxxi) all ReceivablesPatents; (qxxii) all Books and records pertaining to the CollateralPermits; (rxxiii) all other property not otherwise described aboveSupporting Obligations; and (sxxiv) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all collateral security given by any Person with respect to any of the foregoing; providedabove, however, that notwithstanding the "Collateral"). Notwithstanding anything to the contrary contained above, in clauses no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) through (s) aboveany lease, the security interests created by this Agreement shall not extend tolicense, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets nor any assets as contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest is not granted shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to this Section 3 .1. Notwithstanding the terms of, or a default under, any of the such lease, license, contract, property rights or agreement (other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results term in the termination case of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except preceding clause (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) , as applicable) would be rendered ineffective pursuant to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; ), provided, however, that such (x) the security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severableinterests hereunder, shall attach immediately to any portion of the Collateral such lease, license, contact, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, (b) any property or asset of Starpower Communications, LLC for so long as the organizational documents of such consequences. Notwithstanding entity prohibits the foregoing, if and to the extent granting of a security interest in such property or asset; provided that a security interest shall attach immediately upon (and the exclusion to this clause (b) shall no longer apply at any time after) the consummation of the Starpower Acquisition, or (c) the equity interests of (x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in a particular asset such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (y) more than 65% of the Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation. (b) The security interest of the Second-Lien Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. (c) Notwithstanding anything herein to the contrary, the relative rights and remedies of Second-Lien Collateral Agent shall be subject to and governed by a UK Security Documentthe terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the provisions of such UK Security Document Intercreditor Agreement shall govern, unless otherwise provided for thereincontrol at any time the Intercreditor Agreement is in effect.