Common use of Grant Clause in Contracts

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each As security for the payment or performance, as applicable, in full of the Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent (other than Holdings) and its successors and assigns), for the benefit of the Secured Parties, and hereby grants to the Collateral AgentAgent (and its successors and assigns), for the benefit of the Secured Parties, a security interest in (the "Security Interest") in, all of the Collateral personal property and fixtures of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations including all of such Grantor's right, except as provided title and interest in, to and under the following, in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) each case whether now owned or at any time existing or hereafter acquired by such Grantor or in arising and wherever located (all of which such Grantor now has or at any time in being hereinafter collectively referred to as the future may acquire any right, title or interest, except as provided in Subsection 3.3:"Collateral"): (ai) all Accounts; (bii) all Money (including all cash)Cash Collateral Accounts, Blocked Accounts and other deposit accounts; (ciii) all Cash EquivalentsCommercial Tort Claims; (div) all Documents, Instruments and Chattel Paper; (ev) all ContractsEquipment; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (ivi) all General Intangibles; (jvii) all InstrumentsGoods; (kviii) all Insurance; (ix) all Intellectual Property; (lx) all Inventory; (mxi) all Investment Property, including all Control Accounts; (nxii) all Letter-of-Letter of Credit Rights; (oxiii) all FixturesProceeds of FCC Licenses; (pxiv) all Supporting ObligationsOwned Real Property; (qxv) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)Pledged Collateral; (rxvi) all books Receivables and records relating to the foregoingReceivables Records; (sxvii) the Collateral Proceeds Account; andall other goods and personal property of such Grantor, whether tangible or intangible, wherever located, including money and letters of credit; (txviii) to the extent not otherwise includedincluded in clauses (i) through (xvii) of this Section, all Proceeds Collateral Records, Collateral Support and products Supporting Obligations in respect 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 that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso , (xix) to the definition extent not otherwise included in clauses (i) through (xviii) of Pledged Stockthis Section, all other property in which a security interest may be granted under the UCC or which may be delivered to and held by the Collateral Agent pursuant to the terms hereof (including the Collateral Account and all funds and other property from time to time therein or credited thereto), and (xx) to the extent not otherwise included in clauses (i) through (xix) of this Section, all Proceeds, products, substitutions, accessions, rents and profits of or in respect of any of the foregoing.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (i) all Inventory; (j) all Money (including all Cash); (k) all Cash Equivalents (as defined in the ABL/Term Loan Intercreditor Agreement); (l) all InventoryDeposit Accounts and all Securities Accounts; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (r) all books and records relating pertaining to any of the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, Collateral or (ii) any property or assets described specifically excluded from Pledged Collateral (including any voting Capital Stock (within the meaning of Treasury Regulations section 1.956-2(c)(2), and including for these purposes any investment deemed to be equity for United States tax purposes) of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Granting Party that is a Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the U.S. ABL Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (n) all Letter-of-Credit Rights; (ok) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rl) all books and records relating pertaining to any of the foregoing; (sm) the Collateral Proceeds Account; and (tn) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any GrantorGrantor (other than Holdings), means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Granting Party that is a Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, ,” as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (n) all Letter-of-Credit Rights; (ok) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rl) all books and records relating pertaining to any of the foregoing; (sm) the Collateral Proceeds Account; and (tn) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit RightsFixtures; (o) all Fixtures; (p) all Supporting Obligations; (qp) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rq) all books and records relating to the foregoing; (sr) the Collateral Proceeds Account; and (ts) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsCommercial Tort Claims constituting Commercial Tort Actions described in Schedule 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Section 5.2.12); (d) all Chattel PaperContracts; (e) all Contracts; (f) all Deposit Accounts; (gf) all Documents; (g) all Equipment (other than Vehicles); (h) all Equipment and GoodsFixtures; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Letter of Credit Rights; (o) all FixturesMoney (including all cash and Cash Equivalents); (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating Records pertaining to any of the foregoing; (sq) the Collateral Proceeds Account; and (tr) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the ratable benefit of the Secured PartiesParties (subject to the priority of the Euro MTN Lien to the extent provided by the Euro MTN Fiscal Agency Agreement or the Euro MTNs), a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Accounts Receivable; (c) all Money (including all cash); (cd) all Cash Equivalents; (de) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsContracts (including contracts with any “qualified intermediaries” with respect to the HERC LKE Program); (g) all DocumentsDeposit Accounts (including DDAs); (h) all Equipment and GoodsDocuments; (i) all Equipment; (j) all General Intangibles; (jk) all Instruments; (kl) all insurance proceeds; (m) all Intellectual Property; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Letter of Credit Rights; (oq) all Rental Equipment; (r) all Vehicles (other than Rental Car Vehicles); (s) all Fixtures; (p) all Supporting Obligations; (qt) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (ru) all books and records relating pertaining to any of the foregoing; (sv) the Collateral Proceeds Account; and (tw) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (i) all Inventory; (j) all Money (including all Cash) (k) all Cash Equivalents (as defined in the ABL/Term Loan Intercreditor Agreement); (l) all InventoryDeposit Accounts and all Securities Accounts; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (r) all books and records relating pertaining to any of the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, Collateral or (ii) any property or assets described specifically excluded from Pledged Collateral (including any voting Capital Stock (within the meaning of Treasury Regulations section 1.956-2(c)(2), and including for these purposes any investment deemed to be equity for United States tax purposes) of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants assigns, grants, hypothecates and pledges, subject to existing licenses to use the Copyrights, Patents, Trade-marks, Industrial Designs and Trade Secrets granted by such Grantor in the ordinary course of business, to the Canadian Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following personal property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all present and after-acquired personal property; (b) all Accounts; (bc) all Money (including all cash); (cd) all Cash Equivalents; (de) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsContracts (including contracts with any “qualified intermediaries” with respect to any LKE Program); (g) all Documentsdemand, time, savings, passbook or similar account maintained with a bank (collectively, the “Deposit Accounts”); (h) all Equipment and GoodsDocuments of Title; (i) all General IntangiblesEquipment; (j) all Intangibles; (k) all Instruments; (kl) all Intellectual Property; (lm) all Inventory; (mn) all Investment Property; (n) all Letter-of-Credit Rights; (o) all FixturesRental Equipment; (p) all Supporting ObligationsVehicles; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)Fixtures; (r) all books and records relating pertaining to any of the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any personal property or assets described in the proviso to the definition of specifically excluded from Pledged StockCollateral.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all ContractsContracts (including contracts with any “qualified intermediaries” with respect to any LKE Program); (f) all Deposit AccountsAccounts ; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all FixturesRental Equipment; (p) all Supporting ObligationsVehicles; (q) all Fixtures; (r) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection Section 5.2.12); (rs) all books and records relating pertaining to any of the foregoing; (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (provided, however, that nothing herein or in the definition of “Obligations” shall grant any security interest to secure any obligations or liabilities of a Loan Party under or in connection with any Excluded Swap Obligations for purposes of determining any obligations of a Grantor hereunder) of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsAccounts (including DDAs); (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Letter of Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rq) all books and records relating pertaining to any of the foregoing; (sr) the Collateral Proceeds Account; and (ts) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsAccounts (including DDAs); (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Letter of Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (rq) all books and records relating pertaining to any of the foregoing; (sr) the Collateral Proceeds Account; and (ts) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsAccounts (including DDAs); (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Letter of Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (rq) all books and records relating pertaining to any of the foregoing; (sr) the Collateral Proceeds Account; and (ts) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each U.S. Grantor (other than HoldingsHolding) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such U.S. Grantor in the ordinary course of business, to the ABL Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such U.S. Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such U.S. Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, ,” as to any U.S. Grantor, means the following property (wherever located) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General IntangiblesIntangibles (including all Software); (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Vehicles; (q) all Supporting Obligations; (qr) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rs) all books and records relating to the foregoing (including without limitation all books, customer lists, and records, whether tangible or electronic, which contain any information or data relating to any of the foregoing); (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that Collateral shall not include any Pledged CollateralCollateral (which is covered by Subsection 3.2), or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Granting Party that is a Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (n) all Letter-of-Credit Rights; (ok) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rl) all books and records relating pertaining to any of the foregoing; (sm) the Collateral Proceeds Account; and (tn) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; (t) to the extent not otherwise included, and for the avoidance of doubt, all Primary Collateral; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants to the Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any GrantorGrantor (other than Holdings), means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its Obligations (provided, however, that nothing herein or in the definition of “Obligations” shall grant any security interest to secure any obligations or liabilities of a Loan Party under or in connection with any Excluded Swap Obligations for purposes of determining any obligations of a Grantor hereunder) of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, ,” as to any Grantor, means all of the Grantor’s property and undertaking, including, without limitation, the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all cash or Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsAccounts (including DDAs), all of such Grantor’s Financial Assets credited to such Deposit Accounts and all Security Entitlements in respect thereof; (g) all DocumentsDocuments of Title; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (kl) all Intellectual Property; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-letters of credit or Letter of Credit Rights; (op) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims commercial tort claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all accessions to, substitutions for and replacements, proceeds, insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any Intangibles at any time evidencing or relating to any of the foregoing; (s) all Pledged Securities; (t) all books and records pertaining to any of the foregoing; LEGAL_1:67880593.5 LEGAL_36377770.2 (u) the Collateral Proceeds Account; and (tv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.33.3 . The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all ContractsEquipment; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (nk) all Letter-of-Credit Rights; (ol) all Fixtures; (pm) all Supporting Obligations; (qn) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (ro) all books and records relating pertaining to any of the foregoing; (sp) the Collateral Proceeds Account; and (tq) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, or (ii) any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock) or (iii) any Restricted Asset.

Grant. Each Grantor, to secure the payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, hereby confirms and reaffirms the grant of the security interest heretofore granted by it under the Original Guaranty and Collateral Agreement, agrees that such Liens continue to secure such Grantor's Obligations and, for the avoidance of doubt but without in any manner limiting, qualifying, prejudicing or otherwise affecting the previous grant by such Grantor (other than Holdings) under the Original Guaranty and Collateral Agreement, hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all of the Collateral personal property of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means including the following property (property, in each case, wherever located) located and whether 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 interestinterest (collectively, except the "Collateral"), as provided in Subsection 3.3collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (fc) all Deposit Accounts; (gd) all Documents; (he) all Equipment and GoodsEquipment; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (nk) all Letter-of-Credit Rights; (ol) all Fixturesmoney; (pm) all Supporting ObligationsGoods and other property not otherwise described above; (qn) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject bank accounts, all funds held therein and all certificates and instruments, if any, from time to a further writing provided in accordance with Subsection 5.2.12)time representing or evidencing such bank accounts; (ro) all books and records relating pertaining to the foregoing; (s) the Collateral Proceeds AccountCollateral; and (tp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, guaranties and guarantees other Supporting Obligations given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General IntangiblesIntangibles (including all Software); (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Vehicles; (q) all Supporting Obligations; (qr) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rs) all books and records relating to the foregoing (including without limitation all books, customer lists, and records, whether tangible or electronic, which contain any information or data relating to any of the foregoing); (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all AccountsCash Equivalents (other than Restricted Fleet Cash); (b) all Money Deposit Accounts (including all cashother than in respect of Restricted Fleet Cash); (c) all Cash EquivalentsIntellectual Property; (d) all Chattel PaperVehicle Rental Concession Rights; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (nf) all Letter-of-Credit Rightsinterests in leased real property (including Fixtures related thereto); (og) all Fixtures; (ph) all Supporting Obligations; (q) Accounts in respect of Customer Receivables and all Commercial Tort Claims constituting Commercial Tort Actions described Accounts in Schedule 6 (together with any Commercial Tort Actions subject respect of Receivables arising from or otherwise relating to a further writing provided in accordance with Subsection 5.2.12fleet management services); (ri) all books and records relating pertaining to any of the foregoing; (sj) all Contracts pertaining to any of the foregoing; (k) all Documents pertaining to any of the foregoing; (l) all General Intangibles pertaining to any of the foregoing; (m) the Collateral Proceeds Account; and (tn) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, or (ii) any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (provided, however, that nothing herein or in the definition of “Obligations” shall grant any security interest to secure any obligations or liabilities of a Loan Party under or in connection with any Excluded Swap Obligations for purposes of determining any obligations of a Grantor hereunder) of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all cash or Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsAccounts (including DDAs); (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (kl) all Intellectual Property; (lm) all Inventory; (mn) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixturesletters of credit or Letter of Credit Rights; (p) all Supporting ObligationsFixtures; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing; (s) all Pledged Securities; (t) all books and records pertaining to any of the foregoing; (u) the Collateral Proceeds Account; and (tv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants assigns, grants, hypothecates and pledges, subject to existing licenses to use the Copyrights, Patents, Trade-marks, Industrial Designs and Trade Secrets granted by such Grantor in the ordinary course of business, to the Canadian Collateral Agent, for the rateable benefit of the Secured PartiesParties (subject to the priority of the Euro MTN Lien to the extent provided by the Euro MTN Fiscal Agency Agreement or the Euro MTNs), a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Accounts Receivable; (c) all Money (including all cash); (cd) all Cash Equivalents; (de) all Chattel Paper; (e) all Contracts; (f) all Deposit AccountsContracts (including contracts with any “qualified intermediaries” with respect to the HERC LKE Program); (g) all Documentsdemand, time, savings, passbook or similar account maintained with a bank (collectively, the “Deposit Accounts”) (including DDAs); (h) all Equipment and GoodsDocuments of Title; (i) all General IntangiblesEquipment; (j) all Intangibles; (k) all Instruments; (kl) all insurance proceeds; (m) all Intellectual Property; (ln) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all FixturesSecurities; (p) all Supporting ObligationsRental Equipment; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 Vehicles (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12other than Rental Car Vehicles); (r) all Fixtures; (s) all books and records relating pertaining to any of the foregoing; (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of specifically excluded from Pledged StockCollateral.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Accounts Receivable; (c) all Money (including all cash); (cd) all Cash Equivalents; (de) all Chattel Paper; (ef) all Contracts; (fg) all Deposit AccountsAccounts (including DDAs); (gh) all Documents; (hi) all Equipment and GoodsEquipment; (ij) all General Intangibles; (jk) all Instruments; (kl) all insurance proceeds; (m) all Intellectual Property; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Letter of Credit Rights; (oq) all Rental Fleet; (r) all Fixtures; (p) all Supporting Obligations; (qs) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (rt) all books and records relating pertaining to any of the foregoing; (su) the U.S. Collateral Proceeds Account; and (tv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Note Collateral Agent, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all AccountsCash Equivalents (other than Restricted Fleet Cash); (b) all Money Deposit Accounts (including all cashother than in respect of Restricted Fleet Cash); (c) all Cash EquivalentsIntellectual Property; (d) all Chattel PaperVehicle Rental Concession Rights; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (nf) all Letter-of-Credit Rightsinterests in leased real property (including Fixtures related thereto); (og) all Fixtures; (ph) all Supporting Obligations; (q) Accounts in respect of Customer Receivables and all Commercial Tort Claims constituting Commercial Tort Actions described Accounts in Schedule 6 (together with any Commercial Tort Actions subject respect of Receivables arising from or otherwise relating to a further writing provided in accordance with Subsection 5.2.12fleet management services); (ri) all books and records relating pertaining to any of the foregoing; (sj) all Contracts pertaining to any of the foregoing; (k) all Documents pertaining to any of the foregoing; (l) all General Intangibles pertaining to any of the foregoing; (m) the Collateral Proceeds Account; and (tn) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, or (ii) any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Note Obligations, the Grantor hereby grants to the Note Collateral Agent, for the benefit of such Grantorthe holders of the Note Obligations, except as provided a security interest in Subsection 3.3. The term “Collateral”, as to any Grantor, means all of the following property (wherever located) now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest, except as provided which is located in Subsection 3.3:or exists under the laws of the United States or any State thereof (collectively, the "Collateral"): (ai) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (dii) all Chattel Paper; (eiii) all Contracts; (fiv) all Deposit AccountsCopyrights; (gv) all Copyright Licenses; (vi) all Documents; (hvii) all Equipment and GoodsEquipment; (iviii) all General Intangibles; (jix) all Instruments; (k) all Intellectual Property; (lx) all Inventory; (mxi) all Investment PropertyPatents; (nxii) all Letter-of-Credit RightsPatent Licenses; (oxiii) all FixturesTrademarks; (pxiv) all Supporting ObligationsTrademark Licenses; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rxv) all books and records relating pertaining to the foregoing; (s) the Collateral Proceeds AccountCollateral; and (txvi) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, all (a) payments under insurance (whether or not the Note Collateral Agent is the loss payee thereunder) or any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (b) cash) and products of any and all of the foregoing and all foregoing. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security and guarantees given by any Person only for those Note Obligations with respect to any which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the foregoing; Collateral Agency Agreement and the Lien and security interest provided that, hereby shall encumber the Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso only to the definition extent of Pledged Stocksuch Note Obligations.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all ContractsContracts (including contracts with any “qualified intermediaries” with respect to any LKE Program); (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all FixturesRental Equipment; (p) all Supporting ObligationsVehicles; (q) all Fixtures; (r) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection Section 5.2.12); (rs) all books and records relating pertaining to any of the foregoing; (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts;Cash Equivalents (other than Restricted Fleet Cash) (b) all Money Deposit Accounts (including all cashother than in respect of Restricted Fleet Cash); (c) all Cash Equivalentsthe Term C Loan Collateral Accounts; (d) all Chattel Paper; (e) all ContractsCommercial Tort Claims, including those listed on Schedule 6; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (g) all Vehicle Rental Concession Rights; (h) all Licenses; (i) all Goods (including Inventory, Equipment and any accessions thereto and all consigned goods); (j) all Instruments (including promissory notes and Pledged Notes); (k) all Investment Property and all other Financial Assets; (l) all InventoryMoney; (m) all Investment Propertyoil and gas and other minerals before extraction; (n) all Letter-of-Credit Rightsinsurance and insurance claims; (o) all Fixturesinterests in leased real property (including Fixtures related thereto); (p) all Supporting ObligationsFixtures; (q) all Commercial Tort Claims constituting Commercial Tort Actions described Accounts, including Accounts in Schedule 6 (together with any Commercial Tort Actions subject respect of Customer Receivables and all Accounts in respect of Receivables arising from or otherwise relating to a further writing provided in accordance with Subsection 5.2.12);fleet management services (r) all books and records relating pertaining to the foregoingany Collateral; (s) the Collateral Proceeds Accountall Contracts; (t) all Documents (including electronic documents); (u) all General Intangibles (including payment intangibles and software); (v) all property that ceases to constitute Excluded Assets for whatever reason (including property for which (i) consent to grant of security interest is obtained and (ii) applicable law is no longer effective to prohibit a grant of security interest); (w) all other personal and fixture property of every kind and nature; (x) all supporting obligations; and (ty) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) Excluded Assets, provided however, that all proceeds of Excluded Assets shall be Collateral to the extent that such proceeds are not themselves an Excluded Asset or (ii) (x) any Pledged Collateral, or (y) any property or assets described specifically excluded from Pledged Collateral (including any voting Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any first-tier Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock and any Capital Stock of any Subsidiary of a Foreign Subsidiary).

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (i) all Inventory; (j) all Money (including all Cash); (k) all Cash Equivalents (as defined in the Credit Agreement); (l) all InventoryDeposit Accounts and all Securities Accounts; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (r) all books and records relating pertaining to any of the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, Securities or (ii) any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all ContractsContracts (including contracts with any “qualified intermediaries” with respect to the HERC LKE Program); (f) all Deposit AccountsAccounts ; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all FixturesRental Equipment; (p) all Supporting ObligationsVehicles (other than Rental Car Revenue Earning Vehicles); (q) all Fixtures; (r) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection Section 5.2.12); (rs) all books and records relating pertaining to any of the foregoing; (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants to To secure the Collateral Agentprompt and complete payment, for the benefit performance and observance of all of the Secured PartiesObligations when due (whether upon stated maturity, mandatory prepayment, acceleration or otherwise), each Grantor hereby pledges, assigns, hypothecates, transfers, conveys, delivers and grants to Lender a continuing Lien upon and security interest in all of its right, title and interest in, to and under the Collateral following personal property of such Grantor, as collateral security for the prompt whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor (including under any trade names, styles or derivations thereof), and complete payment and performance when due (whether at the stated maturityowned by or consigned by or to, by acceleration or otherwise) of the Obligations of leased from or to, such Grantor, except and regardless of where located (all of which being hereinafter collectively referred to as provided in Subsection 3.3. The term the “Collateral”), as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3including: (ai) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (dii) all Chattel Paper; (eiii) all Contracts; (fiv) all Deposit Accounts, including, without limitation, all collection accounts, controlled disbursement accounts, disbursement accounts, and all other bank accounts and all funds on deposit therein; (gv) all Documents; (hvi) all Equipment and GoodsFarm Products; (ivii) all General IntangiblesIntangibles (including payment intangibles and Software); (jviii) all Goods (including Equipment, Fixtures and Inventory); (ix) all Instruments; (k) all Intellectual Property; (l) all Inventory; (mx) all Investment Property; (nxi) all Letter-of-Letter of Credit Rights; (oxii) all Fixturesmoney, cash or cash equivalents; (pxiii) all Supporting Obligations; (qxiv) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)Claims; (rxv) all books interest, dividends, distributions, cash, instruments, and records relating to other property received, receivable or otherwise payable or distributed in respect of, or in exchange for, any of the foregoing; (sxvi) all certificates and instruments representing or evidencing any of the Collateral Proceeds Accountforegoing; and (txvii) to the extent not otherwise includedincluded in the foregoing, all Proceeds and products of any Proceeds, products, tort claims, insurance claims and all of the foregoing other rights to payment and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents and profits of or arising from, each of the foregoing; provided thatprovided, however, that the Collateral shall not include any Pledged CollateralExcluded Property, or any but only for so long as such property or assets described constitute “Excluded Property” as set forth, in the proviso manner, and to the extent, expressly provided in the definition of Pledged Stockthereof.

Grant. Each Grantor (other than Holdings) hereby grants assigns, grants, hypothecates and pledges, subject to existing licenses to use the Copyrights, Patents, Trademarks, Industrial Designs and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the present and future, assets, undertaking, property and Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means all of such Grantor’s present and after-acquired personal property including, without limitation, the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all ContractsContracts (including contracts with any “qualified intermediaries” with respect to any “Like-Kind Exchange”); (f) all demand, time, savings, passbook or similar account maintained with a bank (collectively, the “Deposit Accounts”); (g) all DocumentsDocuments of Title; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights[Reserved]; (o) all FixturesRental Equipment; (p) all Supporting ObligationsVehicles; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)fixtures; (r) [Reserved]; (s) all books and records relating pertaining to any of the foregoing; (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any personal property or assets described in the proviso to the definition of specifically excluded from Pledged StockCollateral.

Grant. Each To secure the prompt payment and performance of all Obligations, subject to the last paragraph of this Section, each Grantor (other than Holdings) hereby grants to the Collateral Agent, Administrative Agent (for the benefit of the Secured Parties), a continuing security interest in and Lien upon all of the Collateral personal property of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) including all of the Obligations of such Grantorfollowing property, except as provided in Subsection 3.3. The term whether now owned or hereafter acquired, and wherever located (collectively, the “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3:): (a) all Accounts;; 00000000 (b) all Money (Chattel Paper, including all cash)electronic chattel paper; (c) all Cash EquivalentsCommercial Tort Claims, including, but not limited each Commercial Tort Claim listed on Schedule 3.1(a) attached hereto; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (ge) all Documents; (f) all General Intangibles, including Payment Intangibles, Software and Intellectual Property; (g) all Inventory, Equipment, fixtures and other Goods; (h) all Equipment and GoodsInstruments; (i) all General IntangiblesInvestment Property, including, but not limited to, Grantor’s Equity Interests in each Subsidiary; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (pk) all Supporting Obligations; (ql) all Commercial Tort Claims constituting Commercial Tort Actions described monies, whether or not in Schedule 6 (together with the possession or under the control of Administrative Agent or a bailee or Affiliate of Administrative Agent, including any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)cash Collateral; (rm) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; (n) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing; (so) the Collateral Proceeds Accountall proceeds resulting from Key-Man Policies; and (tp) to without limiting the extent not otherwise includedgenerality of the foregoing, all Proceeds and products of any and all of Grantor’s rights (but none of its obligations), title and interests (including security interests) under Permits and the foregoing and all collateral security and guarantees given by any Person with respect Material Contracts. Notwithstanding anything to any of the foregoing; provided thatcontrary contained in this Section 3.1(b), Collateral shall not include (collectively, the “Excluded Collateral”): (i) any Pledged Collateralrights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor, as such, or any Permit, if, to the extent and so long as under the terms of such contract, lease, permit, license, charter or license agreement, or such Permit, or Laws with respect thereto, the valid grant of a security interest or lien therein to Administrative Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, charter or license agreement, or Permit, has not been or is not otherwise obtained; provided that the foregoing exclusion 82956925 shall in no way be construed (x) to apply if any such prohibition is unenforceable under Sections 9-401, 9-406(d), 9-407, 9-408 or 9-409 of the UCC or other Laws or (y) so as to limit, impair or otherwise affect Administrative Agent’s unconditional continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any accounts), (ii) any Equity Interests of any Subsidiary (other than any wholly-owned Subsidiary) if, to the extent and so long as under the terms of the Organization Documents of such Subsidiary the valid grant of a security interest or lien therein to Administrative Agent is prohibited and such prohibition has not been or is not waived or the consent of the relevant third party has not been or is not otherwise obtained; provided that the foregoing exclusion shall in no way be construed (x) to apply if any such prohibition is unenforceable under Sections 9-401, 9-406(d), 9-407, 9-408 or 9-409 of the UCC or other Laws or (y) so as to limit, impair or otherwise affect Administrative Agent’s unconditional continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under any such Equity Interests, (iii) any property which a Grantor has pledged or assets deposited (in compliance with the Loan Documents) to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, insurance, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, to the extent the terms of such documents (or the applicable statute) prohibit a Lien for the benefit of Administrative Agent (together with the items described in clauses (i) and (ii) above, the proviso “Restricted Assets”), (iv) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed and has been accepted), (v) any assets, listed on Schedule 3.1 hereto in which Iberiabank has a security interest in (the definition “Iberia Assets”); provided that, once Iberiabank releases its security interests in any of Pledged Stockthe Iberia Assets, such released assets shall be Collateral, and (vi) any Equity Interests of any Foreign Subsidiary (except for Equity Interests consisting of not more than 65% of the voting power of all classes of capital stock (or other Equity Interests) entitled to vote of any First Tier Foreign Subsidiary); provided that the proceeds of any Restricted Asset shall be deemed to be Collateral.

Grant. Each To secure the prompt payment, performance and observance of the Second Lien Obligations, including all renewals, extensions, restructurings and refinancings of any or all of the Second Lien Obligations, each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of Collateral Agent and the Secured Parties, a continuing security interest in, and lien and mortgage in and to, all of the Collateral of such Grantor’s personal property and other assets described below, in each case, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”) including, as to any Grantorwithout limitation, means the following property (wherever located) 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, except as provided in Subsection 3.3all: (ai) all Accounts; (bii) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (eiii) all ContractsCommercial Tort Claims, including those specified on Schedule 2(a) hereto; (fiv) all Deposit Accounts, and cash and other monies and property of such Grantor in the possession or under the control of the Senior Agent or Collateral Agent, any Senior Claimholder, any participant of any Senior Claimholder or any Secured Party; (gv) all Documents; (hvi) Equipment; (vii) Fixtures; (viii) General Intangibles (including the Patents, Trademarks and Copyrights listed on Schedule 4(g) hereto, and all Equipment and other Intellectual Property); (ix) Licenses; (x) Goods; (ixi) all General Intangibles; (j) all Instruments; (kxii) all Intellectual Property; (l) all Inventory; (mxiii) all Investment Property; (nxiv) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Rights and Supporting Obligations; (qxv) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)money, cash or cash equivalents of such Grantor; (rxvi) other personal property whether or not subject to the UCC together with all books books, records, ledger cards, files, correspondence, computer programs, tapes, disks and records related data processing software that at any time evidence or contain information relating to any of the foregoing; (s) property described above or are otherwise necessary or helpful in the Collateral Proceeds Accountcollection thereof or realization thereon; and (txvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to or any of the foregoingproperty described above; provided thatprovided, however, that notwithstanding any of the other provisions set forth in this Section 2, (I) this Security Agreement shall not constitute a grant of a security interest in, and the Collateral shall not include include, (A) any Pledged Collateralproperty to the extent that such grant of a security interest is (x) prohibited by any requirements of any law, rule or regulation of a Governmental Authority, or requires a consent not obtained of any Governmental Authority pursuant to such requirement or (y) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property; provided, further, that the exclusions set forth in clauses (A)(x) and (A)(y) above shall not apply to Accounts, payment intangibles or to any other category of Collateral to the extent such requirements of law, rule or regulation 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 applicable law; (B) Capital Stock in excess of shares representing 100% of the nonvoting Capital Stock and 65% of the total combined voting power of all classes of Capital Stock entitled to vote of any Foreign Subsidiary; (C) the Excluded Accounts; (D) the Capital Stock issued by Collect Air; (E) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); (F) any assets encumbered by the Cargill Liens as of the date hereof and (G) any “Collateral” as such term is defined in the Pledge Agreement, including, without limitation, any property or assets of the type described in Section 2(f) of the proviso Pledge Agreement that, but for the operation of such Section 2(f) of the Pledge Agreement, would otherwise constitute Collateral thereunder (any such items described in clauses (A) through (G) above shall be referred to herein as “Excluded Property”) and (II) the definition representations, warranties and covenants in this Security Agreement shall not apply to (x) any property that is not included in the Collateral and (y) any matters that are the subject of Pledged Stockpost-closing obligations so long as the Grantors are in compliance with such post-closing obligations under the Senior Loan Documents.

Grant. Each Grantor (other than Holdings) hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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 interestinterest (collectively, except the “Collateral”), as provided in Subsection 3.3collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperMoney and Deposit Accounts; (e) all ContractsDocuments (other than title documents with respect to Vehicles); (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (ig) all General Intangibles; (jh) all Fixtures; (i) all Instruments; (kj) all Intellectual Property; (lk) all Inventory; (ml) all Investment Property; (nm) all Letters of Credit and Letter-of-Credit Rights; (n) all Receivables; (o) all FixturesCommercial Tort Claims, including those described on Schedule 9 hereto; (p) all Supporting Obligationsother property not otherwise described above; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating pertaining to the foregoing; (s) the Collateral Proceeds AccountCollateral; and (tr) to the extent not otherwise included, all Proceeds 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 thathowever, that the Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged StockExcluded Property.

Grant. Each U.S. Grantor (other than HoldingsHolding) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such U.S. Grantor in the ordinary course of business, to the ABL Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such U.S. Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such U.S. Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, .” as to any U.S. Grantor, means the following property (wherever located) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire any right, title or interest, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all ContractsEquipment (other than Vehicles); (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (nk) all Letter-of-Letter of Credit Rights; (ol) all Fixtures; (p) all Supporting Obligations; (qm) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (rn) all books and records relating pertaining to any of the foregoing; (so) the Collateral Proceeds Account; and (tp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock) or (ii) any Restricted Asset.

Grant. Each Grantor (other than HoldingsA) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt To secure full and complete punctual payment and performance of the Obligations when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Tranche A Borrower and Tranche B Borrower, each Tranche A Borrower, Tranche B Borrower and each of their respective Subsidiaries and Guarantors (other than MAS), as applicable, grant to IBM Credit a prior (subject only to Permitted Liens) security interest in all of such GrantorPerson’s right, except as provided in Subsection 3.3. The term “Collateral”title and interest in, as to any Grantorall personal property and fixtures, means the following property (wherever located) whether now owned or at any time hereafter acquired by or existing and wherever located, including but not limited to such Grantor or in which such Grantor now has or at any time in the future may acquire any rightPerson’s rights, title or interestand interest in, except as provided in Subsection 3.3to and under: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangiblesgoods, including Inventory and Equipment, and all parts thereof, attachments, accessories and accessions thereto, products thereof and documents therefor; (jii) all InstrumentsAccounts, contract rights, Chattel Paper, negotiable instruments, promissory notes, instruments, obligations of any kind owing to such Loan Party, as applicable, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services; (kiii) all General Intangibles (including without limitation, Payment Intangibles); (iv) all Commercial Tort Claims set forth on Attachment S; (v) all Intellectual Property; (lvi) all InventoryInvestment Property (including, without limitation, (x) the MAS Stock and (y) the "Pledged Collateral" (as defined in the Stock Pledge Agreement)); (mvii) all Investment PropertyPledged Notes; (nviii) all Letter-of-Credit Rights; (o) all Fixtures; (pix) all Supporting Obligations; (qx) all Commercial Tort Claims constituting Commercial Tort Actions described Deposit Accounts (including, without limitation, all "Bank Accounts" as defined in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12the Contingent Blocked Account Agreement); (rxi) all books other obligations of any kind owing to such Loan Party or such Guarantor, as applicable, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services; (xii) all books, invoices, documents and other records pertaining to the Collateral; (xiii) all rights now or hereafter existing in and to all mortgages, security agreements, leases or other contracts securing or otherwise relating to any of the foregoing; (sxiv) the Collateral all Net Cash Proceeds Accountfrom any Permitted Disposition or Recovery Event; and (txv) to the extent not otherwise included, all Proceeds substitutions and products of any and replacements for all of the foregoing foregoing, all assets of such Loan Party and such Guarantor and all products or proceeds of any and/or all of the foregoing, all collateral security and guarantees given by any Person with respect to any and/or all of the foregoing and, to the extent not otherwise included, all payments under insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing; provided . All of the above assets shall be collectively defined herein as the “Collateral.” Each Loan Party and each other Guarantor covenants and agrees with IBM Credit that, Collateral shall not include : (a) the security constituted to by this Agreement is in addition to any Pledged Collateral, or any property or assets described in other security from time to time held by IBM Credit and (b) the proviso security hereby created is a continuing security interest and will cover and secure the payment of all Obligations both present and future of Tranche A Borrower and Tranche B Borrower and each other Guarantors to the definition of Pledged StockIBM Credit.

Grant. Each Granting Party that is a Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of its business, to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) (or their equivalent in the applicable foreign country, in the case of Foreign Subsidiary Borrowers) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (ge) all Documents; (hf) all Equipment and Goods(other than Vehicles); (ig) all General Intangibles; (jh) all Instruments; (ki) all Intellectual Property; (lj) all Inventory; (mk) all Investment Property; (nl) all Letter-of-Credit Rightsbooks and records pertaining to any of the foregoing; (o) all Fixtures; (p) all Supporting Obligations; (qm) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 hereto (together with any Commercial Tort Actions Claims subject to a further writing provided in accordance with Subsection subsection 5.2.12); (r) all books and records relating to the foregoing; (sn) the Collateral Proceeds Account; and (to) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in excess of 65% of any series of such stock); and provided, further, that, for the proviso to avoidance of doubt, the definition security interest granted herein by any Pledgor that is a Foreign Subsidiary Borrower shall not secure any Obligations other than the Obligations of Pledged Stocksuch Foreign Subsidiary Borrower.

Grant. Each Grantor (other than Holdings) As security for the prompt payment and performance in full when due of the CymaBay Obligations, CymaBay hereby pledges and grants to Abingworth, effective upon the Collateral Agent, for the benefit of the Secured PartiesEffective Date, a continuing security interest in all of the Collateral CymaBay’s right, title and interest (excluding any leasehold interest) in, to and under all of such Grantorits property (excluding Intellectual Property that is not CymaBay Intellectual Property), as collateral security for the prompt wherever located and complete payment and performance when due (whether at the stated maturitynow existing or owned or hereafter acquired or arising, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means including the following property (wherever located) now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in collectively, the future may acquire any right, title or interest, except as provided in Subsection 3.3:“Collateral”): (a) all Accounts; (b) all Money (including all cash)books and Records; (c) all Cash EquivalentsCash; (d) all Chattel Paper; (e) all ContractsCommercial Tort Claims; (f) all Deposit Accounts, Securities Accounts and Commodities Accounts; (g) all Documents; (h) Equipment (including all Equipment and Goodsfixtures); (i) all General IntangiblesInstruments; (j) all InstrumentsInventory; (k) all Intellectual Investment Property; (l) all InventoryLetter-of-Credit rights; (m) all Investment PropertyMoney; (n) all Letter-of-Credit RightsGoods; (o) all FixturesCymaBay Intellectual Property; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise includedproducts, all Proceeds and products Supporting Obligations of any and all of the foregoing; (q) the Development Costs Account; (r) to the extent not covered by clauses (a) through (q) above, all other assets, personal property and rights, whether tangible or intangible, relating to the Product (as defined herein); and (s) all Proceeds and products of each of the foregoing and all collateral security accessions to, substitutions and guarantees given by replacements for, and rents, profits and products of, each of the foregoing, and any Person and all Proceeds of any insurance, indemnity, warranty or guaranty payable to CymaBay from time to time with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating to the foregoing; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all ContractsContracts (including contracts with any “qualified intermediaries” with respect to any Like-Kind Exchange); (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all FixturesRental Equipment; (p) all Supporting ObligationsVehicles; (q) all Fixtures; (r) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection Section 5.2.12); (rs) all books and records relating pertaining to any of the foregoing; (st) the Collateral Proceeds Account; and (tu) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of specifically excluded from Pledged StockCollateral.

Grant. Each Grantor (other than Holdings) To secure Borrower’s prompt, punctual, and faithful performance of all and each of the Obligations, Borrower hereby grants to the Collateral AgentAgent for the benefit of the Secured Parties a continuing security interest in and to, and collaterally assigns and pledges to the Agent for the benefit of the Secured Parties, the following, and each item thereof, whether now owned or now due, or in which the Borrower has an interest, or hereafter acquired, arising, or to become due, or in which Borrower obtains an interest, and all products, Proceeds, substitutions, and accessions of or to any of the following (all of which, together with any other property in which the Secured Parties may in the future be granted a security interest in all of is referred to herein as the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3:): (ai) all AccountsAccounts and accounts receivable; (bii) all Money (including all cash)Contracts and Contract Rights; (c) all Cash Equivalents; (diii) all Chattel Paper; (e) all Contracts; (fiv) all Deposit Accounts; (gv) all DocumentsDocuments and Documents of Title; (hvi) all Equipment and GoodsEquipment; (ivii) all Financial Assets; (viii) all Fixtures; (ix) all General Intangibles; (jx) all Goods; (xi) all Instruments; (kxii) all Intellectual Property; (lxiii) all Inventory; (mxiv) all Investment Property; (nxv) all Letter-of-Letters of Credit and Letter of Credit Rights; (oxvi) all FixturesPayment Intangibles; (pxvii) all Pledged Interests; (xviii) all Securities and Securities Accounts; (xix) all Supporting Obligations; (qxx) all Commercial Tort Claims constituting Commercial Tort Actions listed on the Perfection Certificate or described in Schedule 6 (together with any Commercial Tort Actions subject notice sent to a further writing provided in accordance with Subsection 5.2.12)the Agent pursuant to Section 2.20; (rxxi) all policies and certificates of insurance, money, cash, or other property and all insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any of such proceeds, refunds, and premium rebates arise out of any of the foregoing; all distributions, monies, fees, payments, compensations and proceeds now or hereafter becoming due and payable with respect to the Pledged Interests whether payable as profits, distributions, asset distributions, repayment of loans or capital or otherwise; (xxii) all books and records relating pertaining to the foregoing; (s) Collateral and/or to the Collateral Proceeds Accountoperation of Borrower’s business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained, together with all other assets and personal property of Borrower; and (txxiii) all other property and assets of Borrower not otherwise described above; (xxiv) to the extent not otherwise included, all Proceeds 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 thatforegoing and all liens, Collateral shall not include guaranties, rights, remedies, and privileges pertaining to any Pledged Collateral, or any property or assets described of the foregoing including the right of stoppage in the proviso to the definition of Pledged Stocktransit.

Grant. Each Grantor (other than Holdings) hereby grants (and hereby confirms and reaffirms its prior continuing grant pursuant to the Original ABL Collateral Agreement) to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, ,” as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit RightsFixtures; (o) all Fixtures; (p) all Supporting Obligations; (qp) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rq) all books and records relating to the foregoing; (sr) the Collateral Proceeds Account; and (ts) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3subsection 2.3. The term “Collateral”, ,” as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3subsection 2.3: (a) all Accounts; (b) all Accounts Receivable; (c) all Money (including all cash); (cd) all Cash Equivalents; (de) all Chattel Paper; (ef) all Contracts; (fg) all Deposit AccountsAccounts (including DDAs); (gh) all Documents; (hi) all Equipment and GoodsEquipment; (ij) all General Intangibles; (jk) all Instruments; (kl) all insurance proceeds; (m) all Intellectual Property; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Letter of Credit Rights; (oq) all Rental Fleet; (r) all Fixtures; (p) all Supporting Obligations; (qs) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12subsection 4.1.9); (rt) all books and records relating pertaining to any of the foregoing; (su) the U.S. Collateral Proceeds Account; and (tv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, Collateral or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock).

Grant. Each Grantor (other than Holdings) hereby grants assigns, grants, hypothecates and pledges, subject to existing licenses to use the Copyrights, Patents, Trade-marks, Industrial Designs and Trade Secrets granted by such Grantor in the ordinary course of business, to the Canadian Collateral Agent, for the rateable benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all demand, time, savings, passbook or similar account maintained with a bank (collectively, the “Deposit Accounts”) (including DDAs); (g) all DocumentsDocuments of Title; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment PropertySecurities; (n) all Letter-of-Credit RightsFixtures; (o) all Fixtures; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating pertaining to any of the foregoing; (sp) the Collateral Proceeds Account; and (tq) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of specifically excluded from Pledged StockCollateral.

Grant. Each Grantor (other than Holdings) hereby grants to To secure the Collateral Agentprompt and complete payment, for the benefit performance and observance of all of the Secured PartiesObligations when due (whether upon stated maturity, mandatory prepayment, acceleration or otherwise), each Grantor hereby pledges, assigns, hypothecates, transfers, conveys, delivers and grants to Lender a continuing Lien upon and security interest in all of its right, title and interest in, to and under the Collateral following personal property of such Grantor, as collateral security for the prompt whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor (including under any trade names, styles or derivations thereof), and complete payment and performance when due (whether at the stated maturityowned by or consigned by or to, by acceleration or otherwise) of the Obligations of leased from or to, such Grantor, except and regardless of where located (all of which being hereinafter collectively referred to as provided in Subsection 3.3. The term the “Collateral”), as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3including: (ai) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (dii) all Chattel Paper; (eiii) all Contracts; (fiv) all Deposit Accounts, including all Collection Accounts, Controlled Disbursement Accounts, Disbursement Accounts, and all other bank accounts and all funds on deposit therein; (gv) all Documents; (hvi) all Equipment and GoodsFarm Products; (ivii) all General IntangiblesIntangibles (including payment intangibles and Software); (jviii) all Goods (including Equipment, Fixtures and Inventory); (ix) all Instruments; (k) all Intellectual Property; (l) all Inventory; (mx) all Investment Property; (nxi) all Letter-of-Letter of Credit Rights; (oxii) all Fixturesmoney, cash or cash equivalents; (pxiii) all Supporting Obligations; (qxiv) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)Claims; (rxv) all books interest, dividends, distributions, cash, instruments, and records relating to other property received, receivable or otherwise payable or distributed in respect of, or in exchange for, any of the foregoing; (sxvi) all certificates and instruments representing or evidencing any of the Collateral Proceeds Accountforegoing; and (txvii) to the extent not otherwise includedincluded in the foregoing, all Proceeds and products of any Proceeds, products, tort claims, insurance claims and all of the foregoing other rights to payment and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents and profits of or arising from, each of the foregoing; provided thatprovided, however, that the Collateral shall not include any Pledged CollateralExcluded Property, or any but only for so long as such property or assets described constitute “Excluded Property” as set forth, in the proviso manner, and to the extent, expressly provided in the definition of Pledged Stockthereof.

Grant. Each Grantor, to secure the payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, (i) hereby confirms and reaffirms the grant of the security interest heretofore granted by it under the Existing Guaranty and Collateral Agreement and the Original Guaranty and Collateral Agreement (collectively, the “Prior Grant”) (provided that any security interest in Digital Cinema Equipment granted under any Prior Grant is hereby released), and agrees that such Liens continue to secure such Grantor’s Obligations and (ii) for the avoidance of doubt but without in any manner limiting, qualifying, prejudicing or otherwise affecting the previous grant by such Grantor (other than Holdings) under the Existing Guaranty and Collateral Agreement and the Original Guaranty and Collateral Agreement, hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all of the Collateral personal property of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means including the following property (property, in each case, wherever located) located and whether 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 interestinterest (collectively, except the “Collateral”), as provided in Subsection 3.3collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (fc) all Deposit Accounts; (gd) all Documents; (he) all Equipment and GoodsEquipment; (if) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (nk) all Letter-of-Credit Rights; (l) all money; (m) all Commercial Tort Claims described on Schedule 4.10 hereto; (n) all Goods and other property not otherwise described above; (o) all Fixturesbank accounts, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; (p) all Supporting Obligations; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating pertaining to the foregoing; (s) the Collateral Proceeds AccountCollateral; and (tq) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, guaranties and guarantees other Supporting Obligations given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants assigns, grants, hypothecates and pledges, subject to existing licenses to use the Copyrights, Patents, Trade-marks, Industrial Designs and Trade Secrets granted by such Grantor in the ordinary course of business, to the Canadian Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection Section 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all ContractsContracts (including contracts with any “qualified intermediaries” with respect to the HERC LKE Program); (f) all demand, time, savings, passbook or similar account maintained with a bank (collectively, the “Deposit Accounts”); (g) all DocumentsDocuments of Title; (h) all Equipment and GoodsEquipment; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit RightsRental Equipment; (o) all FixturesVehicles (other than Rental Car Revenue Earning Vehicles); (p) all Supporting ObligationsFixtures; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (r) all books and records relating pertaining to any of the foregoing; (sr) the Collateral Proceeds Account; and (ts) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of specifically excluded from Pledged StockCollateral.

Grant. Each Grantor (other than Holdings) hereby grants (and hereby confirms and reaffirms its prior continuing grant pursuant to the Existing ABL Collateral Agreement) to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such GrantorObligations, except as provided in Subsection 3.3. The term “Collateral”, ,” as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection 3.3: (a) all Accounts; (b) all Money (including all cash); (c) all Cash Equivalents; (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit RightsFixtures; (o) all Fixtures; (p) all Supporting Obligations; (qp) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12); (rq) all books and records relating to the foregoing; (sr) the Collateral Proceeds Account; and (ts) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Revolving Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash EquivalentsContracts; (d) all Chattel PaperDocuments; (e) all ContractsEquipment (other than Vehicles); (f) all Deposit Accounts; (g) all Documents; (h) all Equipment and Goods; (i) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (nk) all Letter-of-Letter of Credit Rights; (ol) all Fixtures; (p) all Supporting Obligations; (qm) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (rn) all books and records relating pertaining to any of the foregoing; (so) the Collateral Proceeds Account; and (tp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, Collateral shall not include (i) any Pledged Collateral, or any property or assets described specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in the proviso to the definition excess of Pledged Stock65% of any series of such stock) or (ii) any Restricted Asset.

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the U.S. Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Accounts Receivable; (c) all Money (including all cash); (cd) all Cash Equivalents; (de) all Chattel Paper; (ef) all Contracts; (fg) all Deposit AccountsAccounts (including DDAs); (gh) all Documents; (hi) all Equipment and GoodsEquipment; (ij) all General Intangibles; (jk) all Instruments; (kl) all insurance proceeds; (m) all Intellectual Property; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Letter of Credit Rights; (oq) all Rental Fleet; (r) all Fixtures; (p) all Supporting Obligations; (qs) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (rt) all books and records relating pertaining to any of the foregoing; (su) the U.S. Collateral Proceeds Account; and (tv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, (w) Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso specifically excluded from Pledged Collateral, (x) to the definition extent any Capital Stock of Pledged Stock.any Foreign Subsidiary is pledged hereunder which represents more than 65% of any class of voting Capital Stock of the respective Foreign Subsidiary (with all Capital Stock of the respective Foreign Subsidiary in excess of said 65% limit being herein

Grant. Each Grantor (other than Holdings) hereby grants grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the U.S. Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) 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, except as provided in Subsection subsection 3.3: (a) all Accounts; (b) all Accounts Receivable; (c) all Money (including all cash); (cd) all Cash Equivalents; (de) all Chattel Paper; (ef) all Contracts; (fg) all Deposit AccountsAccounts (including DDAs); (gh) all Documents; (hi) all Equipment and GoodsEquipment; (ij) all General Intangibles; (jk) all Instruments; (kl) all insurance proceeds; (m) all Intellectual Property; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Letter of Credit Rights; (oq) all Rental Fleet; (r) all Fixtures; (p) all Supporting Obligations; (qs) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection subsection 5.2.12); (rt) all books and records relating pertaining to any of the foregoing; (su) the U.S. Collateral Proceeds Account; and (tv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, in the case of each Grantor, (w) Collateral shall not include any Pledged Collateral, or any property or assets specifically excluded from Pledged Collateral, (x) to the extent any Capital Stock of any Foreign Subsidiary is pledged hereunder which represent more than 65% of all classes of the Capital Stock of the respective Foreign Subsidiary (with all Capital Stock of the respective Foreign Subsidiary in excess of said 65% limit being herein called “Excess Foreign Subsidiary Capital Stock”), such Excess Foreign Subsidiary Capital Stock shall secure Borrower Obligations of the respective Grantor only as a guarantor of the Borrower Obligations of the Canadian Borrowers, and shall not secure any direct Obligations of the U.S. Borrowers (or guarantees of such Obligations by the respective Grantor) and (y) each Grantor shall be required to pledge hereunder 65% of the Capital Stock of each Foreign Subsidiary at any time and from time to time acquired by such Grantor, which Capital Stock shall not be subject to the limitations described in the proviso to the definition of Pledged Stockpreceding clause (x).

Grant. Each Grantor (other than Holdings) of the Reaffirming Parties hereby grants to the Collateral Agent and hereby confirms its grant to the Collateral Agent, for the benefit of the Secured Parties, (as defined in the Pledge and Security Agreement) under the Pledge and Security Agreement of a first priority security interest in and continuing lien on all of the Collateral such Reaffirming Party’s right, title and interest in, to and under all personal property and fixture property of such GrantorReaffirming Property including, but not limited to the following, in each case whether now owned or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means ) (all terms used and not defined in this Section 1.02 shall have the following property (wherever located) now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time meanings set forth in the future may acquire any right, title or interest, except as provided in Subsection 3.3:Pledge and Security Agreement): (a) all Accounts; (b) all Money (including all cash)Chattel Paper; (c) all Cash Equivalents;Contracts (d) all Chattel Paper; (e) all Contracts; (f) all Deposit Accounts; (ge) all Documents; (hf) all Equipment and GoodsGeneral Intangibles (including without limitation, Payment Intangibles); (i) all General Intangibles; (jg) all Instruments; (kh) all Intellectual Property; (li) all Inventory; (mj) all Investment Property; (k) all Letters of Credit and Letter of Credit Rights (l) all money (m) all Vehicles (n) all Letter-of-Credit RightsGoods and other property not otherwise described above; (o) all Fixturesbank accounts, all funds held therein and certificates and instruments, if any, from time to time representing or evidencing such bank accounts; (p) all Supporting Obligationsbooks, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12)Permits; (r) all books Insurance and records relating to the foregoingloss proceeds and other amounts payable thereunder and all eminent domain proceeds; (s) the Collateral Proceeds Account; and (t) to the extent not otherwise included, all Proceeds other personal property of the Grantors and Proceeds, accessions and products of any kind and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoingforegoing (including, without limitation, Supporting Obligations); provided thatNotwithstanding anything to the contrary in this Agreement, Collateral the term “Collateral” shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged StockExcluded Assets.