Common use of Grant of Security Interest in the Collateral Clause in Contracts

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and (aa) all other assets of such Obligor.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of As collateral security for the Secured ObligationsObligations defined below, each Obligor Debtor hereby grants to the Administrative Agent, Collateral Agent for the ratable benefit of the Lenders, Secured Parties a lien on and security interest in and acknowledges and agrees that the Collateral Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and a right to set of set-off against, any and all right, title title, and interest of such Obligor in and to the followingDebtor, whether now owned or existing or ownedhereafter created, acquiredacquired or arising, or arising hereafter (collectively, in and to all of the “Collateral”):following: (a) all Accounts; (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper Instruments (including Electronic Chattel PaperPromissory Notes and Intercompany Notes); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)Documents; (e) all Copyright LicensesGeneral Intangibles (including Payment Intangibles and Intellectual Property Collateral); (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (qg) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (wh) all Trademark LicensesDeposit Accounts; (xi) all TrademarksInvestment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (yj) Inventory; (k) Equipment (including all bookssoftware, recordswhether or not the same constitutes embedded software, ledger cardsused in the operation thereof); (l) Fixtures; (m) Commercial Tort Claims (as described on Schedule 7 to the Perfection Certificate or on one or more supplements to the Perfection Certificate); (n) Goods; (o) Personal property, filesand interests in personal property of such Debtor of any kind or description now held by any Secured Party or at any time hereafter transferred or delivered to, correspondenceor coming into the possession, custody or control of, any Secured Party, or any agent or affiliate of any Secured Party, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (p) Supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, tapes, disks, tapes and related electronic data processing software (owned by such Obligor or media, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which it has an interest) that at any time evidence the same are reflected or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponmaintained; (zq) to the extent not otherwise includedAccessions and additions to, alland substitutions and replacements of, Accessions, Proceeds and products of any and all of the foregoing; and (aar) Proceeds and products of the foregoing, and all other assets insurance of such Obligor.the foregoing and proceeds thereof;

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”): "): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Money; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; and provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(a) attached hereto (as such Schedule may be updated from time to time by the Obligors); (ev) all Copyright Licenses; (fvi) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (lxii) all Goods; (mxiii) all Instruments; (nxiv) all Inventory; (oxv) all Investment Property; (pxvi) all Letter-of-Credit Rights; (qxvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxviii) all Patent Licenses; (xix) all Patents; (xx) all Payment Intangibles; (sxxi) all Patent Trademark Licenses; (txxii) all PatentsTrademarks; (uxxiii) all Software; (vxxiv) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvi) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxvii) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. Notwithstanding the foregoing, nothing in this Section 2 or otherwise in this Security Agreement shall constitute a grant by any Obligor of a security interest in any contract, document, instrument, general intangible, lease, license or other right of any kind to the extent such agreement was entered into prior to the date of this Security Agreement and to the extent such a grant of a security interest would, after giving effect to the provisions of subsections 9-406, 9-407 and 9-408 of the UCC, constitute a breach or violation of any term thereof. (aab) The Obligors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; ; (m) all Instruments; ; (n) all Inventory; ; (o) all Investment Property; ; (p) all Letter-of-Credit Rights; ; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; (x) all Trademarks; books and records related to the Collateral; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; and provided that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing existing, or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) (i) all Accounts; , (b) all cash and Cash Equivalents; (cii) all Chattel Paper Paper, (including Electronic Chattel Paper); (diii) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto (as such Schedule may be updated from time to time by in accordance with the Obligorsterms hereof); , (eiv) all Commodity Accounts, (v) all Copyrights, (vi) all Copyright Licenses; , (f) all Copyrights; (gvii) all Deposit Accounts; , (hviii) all Documents; , (iix) all Equipment; , (jx) all Fixtures; , (kxi) all General Intangibles; , (l) all Goods; (mxii) all Instruments; , (nxiii) all Inventory; , (oxiv) all Investment Property; , (pxv) all Letter-of-Credit Rights; , (qxvi) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitationMoney, (ixvii) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned AgreementsPatents, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (sxviii) all Patent Licenses; , (txix) all Patents; Pledged Equity, (uxx) all Software; , (vxxi) all Supporting Obligations; , (wxxii) all Trademarks, (xxiii) all Trademark Licenses; , and (xxxiv) all Trademarks; Accessions; and (yb) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoingforegoing referred to in clause (a) above. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include, any Excluded Property. The Obligors and the Collateral Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral: (A) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising; and and (aaB) all other assets is not to be construed as an assignment of such Obligorany Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d5.20(e) attached hereto to the Credit Agreement (as such Schedule may be updated from time to time by in accordance with the ObligorsCredit Agreement); ; (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents; (g) all Deposit Accounts; Equipment; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Intellectual Property; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; Payment Intangibles; (p) all Letter-of-Credit Rights; ; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Pledged Equity; (r) all Payment Intangibles; Securities Accounts; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Vehicles; (v) all Supporting Obligations; books and records pertaining to the Collateral; (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and foregoing and (aax) all other assets personal property of any kind or type whatsoever now or hereafter owned by such ObligorGrantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property or (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, (a) Borrower and each Obligor Guarantor (other than Ryman Hospitality Properties, Inc.) hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):hereafter: (ai) all Accounts; (bii) all cash and Cash Equivalentscurrency; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain all Commercial Tort Claims of such Obligor set forth Claims, including those identified on Schedule 2(d) 2 attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (ev) all Copyrights; (vi) all Copyright Licenses; (f) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (l) all Goods; (mxii) all Instruments; (nxiii) all Inventory; (oxiv) all Investment Property; (pxv) all Letter-of-Credit Rights; (qxvi) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (rxvii) all Patent Licenses; (xviii) all Software; (xix) all Supporting Obligations; (xx) all Trademarks; (xxi) all Trademark Licenses; (xxii) all domain names; (xxiii) all Goods; (xxiv) all Payment Intangibles; (sxxv) all Patent Licenses;other personal property of such Grantor of whatever type or description; and (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvi) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing. and (b) Ryman Hospitality Properties, Inc., (f/k/a ▇▇▇▇▇▇▇ Entertainment Company) hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter, in each case to the extent the same is attached to, contained in, related to, arising from or used in connection with the operation, ownership, maintenance, construction, development or marketing of or otherwise in connection with any one or more of the Borrowing Base Properties: (i) all Copyrights; (ii) all Copyright Licenses; (iii) all Patents; (iv) all Patent Licenses; (v) all Software; (vi) all Supporting Obligations; (vii) all Trademarks; (viii) all Trademark Licenses; and (aaix) to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing. The property listed in clauses (a)(i)-(xxvi) and (b)(i)-(ix) above shall be collectively referred to as the “Collateral”. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not (A) extend to any Property that is subject to a Lien securing purchase money Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property, (B) extend to any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligorlease, license or contract or by law and would result in the termination of such lease, license or contract, but only to the extent that (1) after reasonable efforts, consent from the relevant party or parties has not been obtained, (2) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity, and (3) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and (C) extend to any vehicles owned by any Grantor that are subject to certificates of title. The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment or license of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (aaa) all any lease, license, contract or other assets agreement of an Obligor if the grant of a security interest in such lease, license, contract or other agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (i) any such limitation described in the foregoing clause (a) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such lease, license, contract or other agreement or applicable Law to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such lease, license, contract or other agreement shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, (b) the Olive Branch Property and (c) any Capital Securities of the Excluded Subsidiary. The Obligors and the Administrative Agent, on behalf of the holders of the Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off againstagainst (subject to the terms and conditions of this Security Agreement), any and all right, title and interest of such Obligor in and to the followingall personal property of such Obligor of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter hereafter, including, without limitation, the following (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain all Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (hf) all Documents; (ig) all Equipment; (jh) all Fixtures; (ki) all General Intangibles; (l) all Goods; (mj) all Instruments; (nk) all Inventory; (ol) all Investment Property; (pm) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (un) all Software; (vo) all Supporting Obligations;; and (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zp) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing. Any grant of a security interest and right of set off contained in this Section 2 shall not extend to any of the foregoing Collateral to the extent that (i) such rights are not assignable or capable of being encumbered as a matter of law or under the terms of any agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the applicable parties thereto and (ii) such consent has not been obtained; and (aa) provided, however, that the foregoing grant of a security interest and right of set off shall extend to any and all other assets proceeds of the foregoing to the extent that the assignment or encumbering of such Obligorproceeds is not so restricted by applicable law or under the terms of such agreements applicable thereto. The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Goods; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Money; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; and (x) all Trademarks; (y) Accessions and all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property. The Obligors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. For avoidance of doubt, the parties acknowledge that each Specified Guarantor is only granting a security interest in the Pledged Equity that is owned by such Specified Guarantor (including the Pledged Equity set forth on Schedule 1(b)) and any Proceeds of such Pledged Equity, and that such Specified Guarantor is not granting a security interest under this Agreement with respect to any other assets or property of such ObligorSpecified Guarantor. The representations, warranties and covenants of the Obligors set forth in this Agreement that relate to the Collateral shall only apply, in the case of the Specified Guarantors, to the Pledged Equity pledged by the Specified Guarantors under this Agreement.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the followingpersonal property of the Obligors (to the extent not constituting Excluded Property), whether now owned or existing or owned, acquired, or arising hereafter hereafter, and wherever located (collectively, the “"Collateral”):") including, without limitation, the following: (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor the Obligors set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (xv) all Trademarks;Accessions; and (yw) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all AccountsAccounts (including health-care-insurance receiveables); (b) all cash present and Cash Equivalentsfuture Equity Interests; provided that the Collateral shall only include 66% of the Equity Interests of any Foreign Subsidiary; (c) all Chattel Paper (including Electronic Chattel Paper)cash, Cash Equivalents and currency; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(dall Cash Collateral; (e) attached hereto all Cash Collateral Accounts; (as such Schedule may be updated from time to time by the Obligorsf) all Chattel Paper (whether tangible or electronic); (eg) those Commercial Tort Claims identified on Schedule 2(g) attached hereto; (h) all contract rights (including rights to the payment of money); (i) all Copyrights; (j) all Copyright Licenses; (f) all Copyrights; (gk) all Deposit Accounts; (hl) all DocumentsDocuments (including electronic documents); (im) all Equipment; (jn) all financial assets; (o) all Fixtures; (kp) all General IntangiblesIntangibles (including all payment intangibles); (lq) all Goods; (mr) all Instrumentshedge agreements; (ns) all indemnification rights; (t) all Instruments (including promissory notes); (u) all insurance claims and proceeds; (v) all present and future intercompany debt of Borrower and each Guarantor; (w) all Inventory; (ox) all Investment Property; (py) all Letter-of-Credit RightsRights (whether or not the Letter of Credit is evidenced in writing); (qz) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time license rights (collectively, the “Assigned Agreements”), including without limitation, (iaa) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sbb) all Patent Licenses; (t) all Patents; (ucc) all Software; (vdd) all Supporting Obligations; (wee) all Trademark Licensestax refunds; (xff) all Trademarks; (ygg) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;Trademark Licenses; and (zhh) to the extent not otherwise included, all, all Accessions, Proceeds Proceeds, income from, increases in and products of any of the foregoing to be held by the Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent, subject to the terms and conditions hereinafter set forth. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the foregoing; and Secured Obligations, whether now existing or hereafter arising. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (aaand the following shall not be included as Collateral) all (i) any General Intangible, permit, lease, license, contract or other assets Instrument of a Grantor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Security Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), (ii) any United States intent-to-use trademark or service ▇▇▇▇ application to the extent, and solely during the period in which, the grant of a Lien therein would impair the validity or the enforceability of such Obligorintent-to-use trademark or service ▇▇▇▇ under federal law, (iii) Equity Interests to the extent representing more than sixty-six percent (66%) of the Voting Equity (as defined in the Pledge Agreement) of any Foreign Subsidiary, including, without limitation, the certificates (or other agreements or instruments) representing such Equity Interests, (iv) any property subject to a Lien permitted by Section 7.01 of the Credit Agreement, if and for so long as the contractual obligation governing such Lien prohibits the Lien of this Security Agreement applying to such property, and (v) the Stockholder Merger Cash; provided that (a) any such limitation described above on the security interests granted hereunder shall only apply to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity, (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder and (c) Collateral shall include any proceeds, products, substitutions or replacements of the property described in the first sentence of this paragraph (except to the extent such proceeds, products, substitutions or replacements are otherwise included in such property descriptions).

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of As collateral security for the Secured ObligationsObligations defined below, each Obligor Debtor hereby grants to the Administrative Agent, Agent for the ratable benefit of the Lenders, Secured Creditors a continuing lien on and security interest in, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a right to set off againstcontinuing lien on and security interest in, any and all right, title title, and interest of such Obligor in and to the followingcertain personal property of each Debtor, whether now owned or existing or ownedhereafter created, acquired, acquired or arising hereafter (collectively, the “Collateral”):identified below: (a) all AccountsReceivables (the term “Receivables” means (i) all rights to payment for Inventory sold or leased or for services rendered, whether or not earned by performance and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise, (ii) all accounts receivable of Debtor (including, without limitation, under any trade name, style or division thereof) arising out of the sale or lease of goods or for services rendered, (iii) all rights in, to and under all purchase orders or receipts for goods or services, and all rights to any goods represented by any of the foregoing (including, without limitation, unpaid seller’s rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (iv) all monies due or to become due under all purchase orders and contracts for the sale of goods or the performance of services or both (whether or not yet earned by performance), and (v) all collateral security and guaranties of any kind given by any Person with respect to any of the foregoing; provided, however, that Receivables that constitute Proceeds of the ▇▇▇▇ ▇▇▇▇▇▇▇ Collateral shall not be Collateral or constitute Receivables for purposes hereof); (b) all cash Inventory and Cash Equivalentsall Documents evidencing rights in Inventory; (c) all Chattel Paper (including Electronic Chattel Paper)supporting evidence and documents directly relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (d) those certain Commercial Tort Claims Proceeds of such Obligor set forth on Schedule 2(d) attached hereto the foregoing (as such Schedule may be updated from time to time including without limitation any Proceeds that are evidenced by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-any Account, Chattel Paper or any Instrument, or that consist of Supporting Obligations and Letter of Credit Rights; (q) all Material Contracts and products of the foregoing, and all insurance maintained in respect of the foregoing and the proceeds of any such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, insurance. All of the property described in clauses (a) through (d) above is referred to herein as such agreements may be amended or otherwise modified the “Collateral”. All capitalized terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (collectively, “UCC”) shall have the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by same meanings herein as such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or terms are otherwise necessary or helpful defined in the collection thereof or realization thereupon; (z) to the extent not UCC, unless this Agreement shall otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and (aa) all other assets of such Obligorspecifically provide.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor in excess of $3,000,000 set forth on Schedule 2(d2(a)(iv) attached hereto (as such Schedule may be updated from time to time by the Obligorssuch Obligor); (ev) all Copyright Licenses; (fvi) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (lxii) all Goods; (mxiii) all Instruments; (nxiv) all Inventory; (oxv) all Investment Property; (pxvi) all Letter-of-Credit Rights; (qxvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxviii) all Payment Intangibles; (sxix) all Patent Licenses; (txx) all Patents; (uxxi) all SoftwareTrademark Licenses; (vxxii) all Trademarks; (xxiii) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxiv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxv) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxvi) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) To secure the prompt payment and performance in full when due, whether by acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Control Agent, for the benefit of the Administrative Agent (on behalf of the Lenders), a continuing security interest in, and a right to set off against, any and all other assets right, title and interest of such ObligorObligor in and to the Control Collateral, whether now owned or existing or owned, acquired, or arising hereafter. (c) The Obligors, the Administrative Agent and the Control Agent hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Goods; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Money; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; and (x) all Trademarks; (y) Accessions and all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the definition of “Collateral” shall not include, Excluded Property. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Money; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (aai) all Excluded Property and (ii) any General Intangible, permit, lease, license, contract or Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other assets of parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Party, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain Commercial Tort Claims of (which shall be identified in a writing promptly delivered by such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time Grantor to time by the ObligorsSecured Party); ; (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents; (g) all Deposit Accounts; Equipment; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Intellectual Property; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Payment Intangibles; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Pledged Equity; (r) all Payment Intangibles; Securities Accounts; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Vehicles; (v) all Supporting Obligations; books and records pertaining to the Collateral; (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and foregoing and (aax) all other assets personal property of any kind or type whatsoever now or hereafter owned by such ObligorGrantor or as to which such Grantor now or hereafter has the power to transfer interest therein. The Grantors and the Secured Party hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentServicer, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; ; (m) all Instruments; ; (n) all Inventory; ; (o) all Investment Property; ; (p) all Letter-of-Credit Rights; ; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; (x) all Trademarks; books and records related to the Collateral; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; and provided that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Servicer, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, (a) Borrower and each Obligor Guarantor (other than Ryman Hospitality Properties, Inc.) hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):hereafter: (ai) all Accounts; (bii) all cash and Cash Equivalentscurrency; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain all Commercial Tort Claims of such Obligor set forth Claims, including those identified on Schedule 2(d) 2 attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (ev) all Copyrights; (vi) all Copyright Licenses; (f) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (l) all Goods; (mxii) all Instruments; (nxiii) all Inventory; (oxiv) all Investment Property; (pxv) all Letter-of-Credit Rights; (qxvi) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (rxvii) all Patent Licenses; (xviii) all Software; (xix) all Supporting Obligations; (xx) all Trademarks; (xxi) all Trademark Licenses; (xxii) all domain names; (xxiii) all Goods; (xxiv) all Payment Intangibles; (sxxv) all Patent Licenses;other personal property of such Grantor of whatever type or description; and (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvi) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing. and (b) Ryman Hospitality Properties, Inc., hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter, in each case to the extent the same is attached to, contained in, related to, arising from or used in connection with the operation, ownership, maintenance, construction, development or marketing of or otherwise in connection with any one or more of the Borrowing Base Properties: (i) all Copyrights; (ii) all Copyright Licenses; (iii) all Patents; (iv) all Patent Licenses; (v) all Software; (vi) all Supporting Obligations; (vii) all Trademarks; (viii) all Trademark Licenses; and (aaix) to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing. The property listed in clauses (a)(i)-(xxvi) and (b)(i)-(ix) above shall be collectively referred to as the “Collateral”. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not (A) extend to any Property that is subject to a Lien securing purchase money Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property, (B) extend to any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligorlease, license or contract or by law and would result in the termination of such lease, license or contract, but only to the extent that (1) after reasonable efforts, consent from the relevant party or parties has not been obtained, (2) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity, and (3) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and (C) extend to any vehicles owned by any Grantor that are subject to certificates of title. The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment or license of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of As collateral security for the Secured ObligationsObligations defined below, each Obligor Debtor hereby grants to the Administrative Agent, Agent for the ratable benefit of the Lenders, Secured Creditors a continuing lien on and security interest in, and a right to set of set-off against, any and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in, and right of set-off against, all right, title title, and interest of such Obligor in and to the followingeach Debtor, whether now owned or existing or ownedhereafter created, acquiredacquired or arising, or arising hereafter (collectively, in and to all of the “Collateral”):following: (a) all AccountsAccounts (including Health-Care-Insurance Receivables, if any); (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper Instruments (including Electronic Chattel PaperPromissory Notes); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)Documents; (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all Copyright Licensesother intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby); (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (qg) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (wh) all Trademark LicensesDeposit Accounts; (xi) all TrademarksInvestment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (yj) Inventory; (k) Equipment (including all bookssoftware, recordswhether or not the same constitutes embedded software, ledger cardsused in the operation thereof); (l) Fixtures; (m) Commercial Tort Claims (as described on Schedule F hereto or on one or more supplements to this Agreement); (n) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, filesarises from, correspondenceor relates to any of the foregoing; (o) Monies, personal property, and interests in personal property of such Debtor of any kind or description now held by any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, any Secured Creditor, or any agent or affiliate of any Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (p) Supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, tapes, disks, tapes and related electronic data processing software (owned by media, and all rights of such Obligor or Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which it has an interest) that at any time evidence the same are reflected or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponmaintained; (zq) to the extent not otherwise includedAccessions and additions to, alland substitutions and replacements of, Accessions, Proceeds and products of any and all of the foregoing; and (aar) Proceeds and products of the foregoing, and all other assets insurance of such Obligor.the foregoing and proceeds thereof;

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all personal property of the followingGrantors of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):), including the following: (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (v) all Vehicles, the Leases and any other agreements relating to the Vehicles to which such Grantor is party; and (w) All other personal property of such Grantor of whatever type or description; and (x) all Trademarks; (y) Accessions and all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to: (i) any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement, under the terms thereof and under applicable law, is prohibited and would result in the termination thereof; provided in each case that any such limitation on the security interests granted hereunder shall only apply to the extent that (1) after reasonable efforts (which shall not include the payment of any additional consideration), consent from the relevant party or parties has not been obtained, and (2) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity; and (aaii) the Equity Interest of a foreign Subsidiary in excess of sixty-five percent (65%) of all other assets voting Equity Interests that could result in a Tax Impediment. The Grantors and the Agent, on behalf of such Obligorthe holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (A) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (B) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all AccountsAccounts (excluding, for the avoidance of doubt, customer accounts that are not accounts of such Grantor); (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (us) all Software; (vt) all Supporting Obligations; (w) all Trademark Licenses; (xu) all Trademarks; (yv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;Trademark Licenses; and (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Domestic Security Agreement shall not extend to (i) any permit, lease, license, contract or other instrument of a Grantor if the grant of a security interest in such permit, lease, license, contract or other instrument (including, without limitation, any purchase agreement and any assets subject to a purchase money security interest in respect thereof) in the manner contemplated by this Domestic Security Agreement, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); and provided that any such limitation on the security interests granted hereunder shall only apply to the extent that (aaA) after reasonable efforts, consent from the relevant party or parties has not been obtained and (B) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity, (ii) any Capital Stock in any Subsidiary and (iii) any Pledged Collateral (as defined in the Domestic Pledge Agreement). The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property and the term “Collateral” shall be limited accordingly. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (xv) all Trademarks;other personal property of such Grantor of whatever type or description; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to, and the “Collateral” shall not include, any Excluded Property. The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (ci) all Chattel Paper (including Electronic Chattel Paper); (dii) those certain all Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)Claims; (e) all Copyright Licenses; (fiii) all Copyrights; (g) all Deposit Accounts; (hiv) all Documents; (iv) all Equipment; (jvi) all Fixtures; (kvii) all General Intangibles; (lviii) all Goods; (mix) all Instruments; (nx) all Inventory; (oxi) all Investment Property; (pxii) all IP Licenses; (xiii) all Letter-of-Credit Rights; (qxiv) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements leases or hedging arrangements licenses now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, and (iiB) to the extent permitted pursuant to applicable law, (x) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiy) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivz) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxv) all Patents; (xvi) all Payment Intangibles; (sxvii) all Patent LicensesSecurities Accounts; (t) all Patents; (uxviii) all Software; (vxix) all Supporting Obligations; (w) all Trademark Licenses; (xxx) all Trademarks; (yxxi) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain material information relating to any Collateral or are otherwise reasonably necessary or helpful in the collection thereof or realization thereupon; (zxxii) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxiii) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) The Obligors and the Collateral Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property. (c) Notwithstanding the foregoing, the Collateral shall exclude any and all Excluded Property.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured ObligationsObligations owing by each Obligor, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersrespective Secured Parties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d3(a)(iv) attached hereto (as such Schedule may be updated from time to time by the Obligorssuch Obligor); (e) all Copyright Licenses; (fv) all Copyrights; (gvi) all Deposit Accounts; (hvii) all Documents; (iviii) all Equipment; (jix) all Fixtures; (kx) all General Intangibles; (lxi) all Goods; (mxii) all Instruments; (nxiii) all Inventory; (oxiv) all Investment Property; (pxv) all Letter-of-Credit Rights; (qxvi) all Licenses; (xvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxviii) all Payment Intangibles; (s) all Patent Licenses; (txix) all Patents; (uxx) all Securities Accounts; (xxi) all Trademarks; (xxii) all Software; (vxxiii) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxiv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxv) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxvi) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) all The Obligors and the Collateral Agent, on behalf of the respective Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral is not to be construed as a present assignment of any Intellectual Property. (c) Notwithstanding anything to the contrary contained in clause (a) above, the security interest created by this Security Agreement shall not extend to and the term “Collateral” shall not include (i) any Excluded Collateral, (ii) any Pledged Collateral (as defined in the Pledge Agreement) in which the Collateral Agent has been granted a perfected security interest pursuant to the Pledge Agreement, (iii) any SN Intercompany Notes and, to the extent not otherwise constituting Shared Collateral, any proceeds, products, substitutions or replacements thereof or (iv) any right, title or interest of the Initial Borrower, solely in its capacity as a Secured Party, in or to any agreement that grants security to the Initial Borrower in the Specified Collateral and which agreement is collaterally assigned by the Initial Borrower to the Note Trustee pursuant to the Pledge and Assignment as in effect on the date hereof. (i) Notwithstanding anything herein or in any other assets Credit Document to the contrary, the maximum liability under this Security Agreement and under the other Credit Documents of each Obligor shall not exceed an amount equal to the largest amount that would not render such Obligor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any equivalent provision of the law of any state and (ii) notwithstanding anything herein or in any other Indenture Document to the contrary, the maximum liability under this Security Agreement and under the other Indenture Documents of each Obligor shall not exceed an amount equal to the largest amount that would not render such Obligor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any equivalent provision of the law of any state.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(a)(iv) attached hereto (as such Schedule may be updated from time to time by the Obligorssuch Obligor); (ev) all Copyright Licenses; (fvi) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (lxii) all Goods; (mxiii) all Instruments; (nxiv) all Inventory; (oxv) all Investment Property; (pxvi) all Letter-of-Credit Rights; (qxvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxviii) all Payment Intangibles; (sxix) all Patent Licenses; (txx) all Patents; (uxxi) all Trademark Licenses; (xxii) all Trademarks; (xxiii) all Securities Accounts; (xxiv) all Software; (vxxv) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxvi) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvii) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxviii) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all AccountsAccounts (excluding, for the avoidance of doubt, customer accounts that are not accounts of such Grantor); (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (us) all Software; (vt) all Supporting Obligations; (w) all Trademark Licenses; (xu) all Trademarks; (yv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;Trademark Licenses; and (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Domestic Security Agreement shall not extend to (i) any permit, lease, license, contract or other instrument of a Grantor if the grant of a security interest in such permit, lease, license, contract or other instrument (including, without limitation, any purchase agreement and any assets subject to a purchase money security interest in respect thereof) in the manner contemplated by this Domestic Security Agreement, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); and provided that any such limitation on the security interests granted hereunder shall only apply to the extent that (aaA) after reasonable efforts, consent from the relevant party or parties has not been obtained and (B) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity, (ii) any Capital Stock in any Subsidiary and (iii) any Pledged Collateral (as defined in the Domestic Pledge Agreement). The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the followingall personal property of such Obligor of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter hereafter, including, without limitation, the following (collectively, the “"Collateral”"): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain all Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (w) all Trademark Licenses; (xt) all Trademarks; (yu) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;Trademark Licenses; and (zv) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(a)(iv) attached hereto (as such Schedule may be updated from time to time by the Obligorssuch Obligor); (ev) all Copyright Licenses; (fvi) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (j) all Fixtures; (kx) all General Intangibles; (lxi) all Goods; (mxii) all Instruments; (nxiii) all Inventory; (oxiv) all Investment Property; (pxv) all Letter-of-Credit Rights; (qxvi) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxvii) all Patent Licenses; (xviii) all Patents; (xix) all Payment Intangibles; (sxx) all Patent Trademark Licenses; (txxi) all PatentsTrademarks; (uxxii) all Securities Accounts; (xxiii) all Software; (vxxiv) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvi) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxvii) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) Notwithstanding the foregoing (i) the Collateral shall not include any Government Contract or other contractual agreement, which by its terms or applicable law may not be assigned, it being understood, however, that in such situations, the Collateral Agent’s security interest shall include (A) the entirety of each Obligor’s right, title and interest in and to all Accounts, Payment Intangibles and other Proceeds directly or indirectly arising from such Government Contract or other contractual agreement, and (B) all other assets rights and interests which any Obligor may lawfully convey to the Collateral Agent; (ii) in no event shall the Collateral include, and no Obligor shall be deemed to have granted a security interest in any of such Obligor’s rights or interests in any license, contract or agreement to which such Obligor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that (A) such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms thereof, or constitute a default thereunder, (B) such license, contract or agreement was not entered into by the applicable Obligor with the intent to avoid granting a security interest therein; (iii) such license, contract or agreement is a license, contract or agreement that typically places restrictions on the granting of a security interest therein; (iv) the Collateral will not include Trademarks with respect to which the applicable application is at the “intent to use” stage if and to the extent that a security interest therein would void the application or the related Trademark and (v) any Capital Stock or other securities of any Affiliate of the Issuer in excess of the maximum amount of such Capital Stock or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Affiliate to be included in filings by the Issuer with the SEC (the exclusion in this clause (v), the “3-16 Limitation”)(all such excluded assets in clauses (i) through (v) are referred to herein as “Excluded Property”); provided, however, that Excluded Property shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). (c) In addition, notwithstanding anything herein to the contrary, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Obligor that is a Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Stock or other securities of such Obligor secure the Secured Obligations affected thereby, then the Capital Stock and such other securities of such Obligor will automatically be deemed not to be part of the Collateral securing the Secured Obligations affected thereby but only to the extent necessary to not be subject to such requirement, only for so long as required to not be subject to such requirement and only with respect to Secured Obligations affected thereby. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and Exchange Commission (“SEC”) to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Obligor Capital Stock and other securities to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Obligor, then the Capital Stock and other securities of such Obligor will automatically be deemed to be a part of the Collateral for the relevant Secured Obligations but only to the extent necessary to not be subject to any such financial statement requirement. (d) The rights and remedies of the Collateral Agent with respect to any Government Contract or other contractual agreement that it has been granted a security interest in pursuant to the terms of this Section 2(b) and the obligations of the Obligors under this Security Agreement shall at all times be subject to any confidentiality and secrecy requirements imposed by any Governmental Authority or set forth in such Government Contract or other contractual agreement. (e) The Obligors and the Collateral Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment acceleration or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”"): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all Copyrights; (e) all Copyright Licenses; (f) all CopyrightsDeposit Accounts; (g) all Deposit AccountsDocuments; (h) all DocumentsEquipment; (i) all EquipmentFixtures; (j) all FixturesGeneral Intangibles (including Payment Intangibles and Software); (k) all General IntangiblesGoods; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (o) all Patents; (p) all Patent Licenses; (q) all Supporting Obligations and Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment IntangiblesTrademarks; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yt) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zu) all other personal property of any kind or type whatsoever owned by such Obligor; and (v) to the extent not otherwise included, allall Proceeds, Accessionstort claims, Proceeds insurance claims and other rights to payments not otherwise included in the foregoing and products of any and all of the foregoing; and. Notwithstanding the foregoing, the Obligors do not grant a security interest in, or a right of setoff against, any of the following: (aai) all other assets any contract, license, permit or franchise that validly prohibits the creation by the Obligor of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by the Obligor under such contract, license, permit or franchise) so long as such contract, license, permit or franchise was not entered into or obtained by the Obligors with the intent of avoiding the requirement that a security interest be granted therein and except to the extent such prohibition on the creation of a security interest is rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC; provided, however, that the provisions of this paragraph shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such Obligorcontract, license, permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligor relating thereto unless the contract, license, permit or franchise in question so prohibits; or (i) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein, except to the extent such prohibition on the creation of a security interest is rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC; provided, however, that the provisions of this paragraph shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligor relating thereto unless the law or regulation in question prohibits such extension. The Obligors and the Collateral Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (A) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (B) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of As collateral security for the Secured ObligationsObligations defined below, each Obligor Debtor hereby grants to the Administrative Agent, Agent for the ratable benefit of the Lenders, Secured Creditors a continuing lien on and security interest in, and a right to of set off against, any and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in, and right of set off against, all right, title title, and interest of such Obligor in and to the followingeach Debtor, whether now owned or existing or ownedhereafter created, acquiredacquired or arising, or arising hereafter (collectively, in and to all of the “Collateral”):following: (a) Accounts (including all AccountsHealth-Care-Insurance Receivables, if any); (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper Instruments (including Electronic Chattel PaperPromissory Notes); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)Documents; (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all Copyright Licensesother intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby); (f) all CopyrightsLetter of Credit Rights; (g) all Supporting Obligations; (h) Deposit Accounts; (h) all Documents; (i) all EquipmentInvestment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (j) all FixturesInventory; (k) Equipment (including all General Intangiblessoftware, whether or not the same constitutes embedded software, used in the operation thereof); (l) all GoodsFixtures; (m) all InstrumentsCommercial Tort Claims (as described on Schedule F hereto or on one or more supplements to this Agreement); (n) all InventoryRights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (o) Monies, personal property, and interests in personal property of such Debtor of any kind or description now held by any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, any Secured Creditor, or any agent or affiliate of any Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all Investment Propertydividends and distributions on or other rights in connection with any such property; (p) Supporting evidence and documents relating to any of the above described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all Letter-of-Credit Rightsrights of such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (q) all Material Contracts Accessions and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disksadditions to, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise includedsubstitutions and replacements of, all, Accessions, Proceeds and products of any and all of the foregoing; and (aar) Proceeds and products of the foregoing, and all other assets insurance of the foregoing and proceeds thereof; all of the foregoing being herein sometimes referred to as the “Collateral”; provided, however, that “Collateral” shall not include any Excluded Property. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of New York as in effect from time to time (“UCC”) shall have the same meanings herein as such Obligor.terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d2(c); (d) attached hereto (as such Schedule may be updated from time to time by the Obligors); all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Goods; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Money; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Payment Intangibles; (t) all Patents; Pledged Equity; (u) all Software; ; (v) all Supporting Obligations; ; (w) all Trademark Licenses; Trademarks; (x) all Trademarks; Trademark Licenses; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the defined term “Collateral” shall not include, any Excluded Property. The Obligors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising, and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured ObligationsObligations (as defined in the Credit Agreement, but also expressly including all Guaranteed Obligations (as defined in the relevant Guaranty) of each Guarantor), each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain all Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (hf) all Documents;; CHL:45826.4 (ig) all Equipment; (jh) all Fixtures; (ki) all General Intangibles; (l) all Goods; (mj) all Instruments; (nk) all Intellectual Property; (l) all Inventory; (om) all Investment Property; (pn) all Letter-of-Credit Rights; (qo) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or Goods not otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;described above; and (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zp) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing; and , all Accessions to any of the foregoing and all collateral security and Supporting Obligations (aaas now or hereafter defined in the UCC) given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include, the following (collectively, “Excluded Property”): (a) all Excluded Equity, (b) any right, title or interest in any permit, lease, contract, license, Equity Interest or any contractual obligation entered into by any Grantor (i) that validly prohibits the creation by such Grantor of a security interest thereon or requires the consent of any Person other assets than the Borrower and its Affiliates which consent has not been obtained as a condition to the creation of such Obligorsecurity interest or which would be breached or give any party the right to terminate it as a result of creation of such security interest or (ii) to the extent that any requirement of Law applicable thereto prohibits the creation of a security interest thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other requirement of Law, (c) any Equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a purchase money Lien or a Capital Lease permitted to be incurred or outstanding pursuant to the Credit Agreement if the contract or other agreement in which such Lien is granted or the documentation providing for such purchase money Lien or Capital Lease, as applicable, validly prohibits the creation by such Grantor of a security interest or Lien thereon or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation of any other security interest or Lien on such property or if such contract or other agreement would be breached or give any party (other than the Grantors or an Affiliate of the Grantors) the right to terminate it as a result of creation of such security interest or Lien, (d) any Secured Hedge Agreement between any Grantor and any Secured Party, (e) so long as no Event of Default has occurred and is continuing, any leasehold interest of any Grantor, (f) so long as no Event of Default has occurred and is continuing, any real property owned by any Grantor that is not Material Real Property, or (h) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the L▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the L▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the L▇▇▇▇▇ Act with respect thereto, solely to the extent that and during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law (it being agreed and acknowledged that, upon the filing and acceptance of any such “Statement of Use” or “Amendment to Allege Use”, such application shall no longer be Excluded Property); provided that (i) to the extent that any property constitutes “Excluded Property” due to the failure of a Grantor to obtain consent as described in CHL:45826.4 clauses (b) and (c) above, such Grantor shall use its commercially reasonable efforts to obtain such consent, and, upon obtaining such consent, such property shall cease to constitute “Excluded Property”, (ii) “Excluded Property” shall not include any Proceeds, substitutions or replacements of any Excluded Property unless such Proceeds, substitutions or replacements would constitute Excluded Property and (iii) if any Excluded Property would have otherwise constituted Collateral, then immediately upon such property ceasing to constitute Excluded Property for any reason, such property shall be deemed at all times from and after the date hereof to constitute Collateral. Each of the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d8.1.27(e) attached hereto to the Credit Agreement (as such Schedule may be updated from time to time by in accordance with the ObligorsCredit Agreement); ; (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents; (g) all Deposit Accounts; Equipment; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Intellectual Property; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Payment Intangibles; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Pledged Equity; (r) all Payment Intangibles; Securities Accounts; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Vehicles; (v) all Supporting Obligations; books and records pertaining to the Collateral; (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and foregoing and (aax) all other assets personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property, (b) the Excluded Brainerd Site and the Excluded Timberlands Parcels, (c) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (d) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such Obligorintent-to-use trademark applications under applicable Law; provided that upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (c) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law CHI:2851193.2 (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Grantors and the Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Money; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (aai) all any property which is subject to a lien of the type described in [Section 7.6(d)] of the Loan Agreement pursuant to documents which prohibit such Obligor from granting any other assets liens in such property and (ii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including bankruptcy laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, owing by each Obligor, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(a)(iv) attached hereto (as such Schedule may be updated from time to time by the Obligorssuch Obligor); (e) all Copyright Licenses; (fv) all Copyrights; (gvi) all Deposit Accounts; (hvii) all Documents; (iviii) all Equipment; (jix) all Fixtures; (kx) all General Intangibles; (lxi) all Goods; (mxii) all Instruments; (nxiii) all Inventory; (oxiv) all Investment Property; (pxv) all Letter-of-Credit Rights; (qxvi) all Licenses; (xvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxviii) all Payment Intangibles; (s) all Patent Licenses; (txix) all Patents; (uxx) all Securities Accounts; (xxi) all Trademarks; (xxii) all Software; (vxxiii) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxiv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxv) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxvi) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for (x) in the case of the Obligors other than CS International, all of the Secured Obligations and (y) in the case of CS International, all of the Guaranteed Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property. (c) Notwithstanding anything to the contrary contained in clause (a) above, the security interest created by this Security Agreement shall not extend to and the term “Collateral” shall not include (i) any Excluded Collateral or (ii) any the Pledged Collateral (as defined in the Pledge Agreement) in which the Administrative Agent has been granted a perfected security interest pursuant to the Pledge Agreement. (d) Notwithstanding anything herein or in any other assets Credit Document to the contrary, the maximum liability under this Security Agreement and under the other Credit Documents of each Obligor shall not exceed an amount equal to the largest amount that would not render such Obligor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any equivalent provision of the law of any state.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentLender, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing lien on and security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles (including, without limitation, fishing permits); (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Money; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Real Estate Leases; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; and (x) all Trademarks; (y) Accessions and all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (aai) all Excluded Property and (ii) any General Intangible, permit, lease, license, contract or other assets Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper)those Commercial Tort Claims identified on Schedule 2(c) attached hereto; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all Copyrights; (e) all Copyright Licenses; (f) all CopyrightsDeposit Accounts; (g) all Deposit AccountsDocuments; (h) all DocumentsEquipment; (i) all EquipmentFixtures; (j) all Fixtures; (k) all General Intangibles; (lk) all Goods; (ml) all Instruments; (nm) all Inventory; (on) all Investment Property; (po) all Letter-of-Credit Rights; (p) all Money; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (us) all Software; (vt) all Supporting Obligations; (w) all Trademark Licenses; (xu) all Trademarks; (yv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;Trademark Licenses; and (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to, and the Collateral shall not include, (i) any Excluded Property, (ii) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Security Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); and provided, that, (aaA) all any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (B) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, or (iii) any asset, including Accounts, for which the pledge of, or the granting of a security interest in, is prohibited under applicable Law; provided, that, (A) any such limitation described in the foregoing clause (iii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (B) in the event of the termination or elimination of any such prohibition contained in any applicable Law, a security interest in such assets of such Obligorshall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby (a) reaffirms its prior grant to Agent, for its benefit and the benefit of the Lenders, of a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the Collateral described below and (b) grants to the Administrative Agent, for its benefit and the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”"): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (hd) all DocumentsSecurities Accounts; (ie) all EquipmentSecurity Entitlements; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (nf) all Inventory; (og) all Investment Property;Required Permits; and (ph) all Letter-of-Credit Rights; (q) all Material Contracts Accessions and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and (aa) . Notwithstanding anything to the contrary in this Agreement, the “Collateral” shall include Required Permits only to the extent necessary for Agent to have the ability in the event of a liquidation of any Inventory to dispose of or transfer to a third party such Inventory in accordance with Agent’s rights and remedies under this Agreement and the other Financing Documents in accordance with applicable law. For purposes of clarity, Agent shall have no right to transfer such Required Permits to a third party and shall cooperate with any efforts by a Grantor or designee to transfer such Required Permits so long as such transfer does not interfere with Agent’s rights and remedies under this Agreement and the other Financing Document with respect to the Inventory. Each Grantor hereby acknowledges and agrees that the security interest created hereby in its Collateral constitutes continuing collateral security for all other assets of such Obligorthe Obligations, whether now existing or hereafter arising, including, without limitation, any amounts currently outstanding and any future advances.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Credit Party Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain all Commercial Tort Claims of such Obligor as set forth on Schedule 2(d3.16(d) attached hereto to the Credit Agreement (as such Schedule may be updated from time to time by in accordance with the ObligorsCredit Agreement); (ev) all Copyright Licenses; (fvi) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (lxii) all Goods; (mxiii) all Instruments; (nxiv) all Inventory; (oxv) all Investment Property; (pxvi) all Letter-of-Credit Rights; (qxvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxviii) all Patent Licenses; (xix) all Patents; (xx) all Payment Intangibles; (sxxi) all Patent LicensesSecurities Accounts; (t) all Patents; (uxxii) all Software; (vxxiii) all Supporting Obligations; (wxxiv) all Trademark Licenses; (xxxv) all Trademarks; (yxxvi) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvii) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxviii) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) The Obligors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Credit Party Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors)d) all Copyrights; (e) all Copyright Licenses; (f) all CopyrightsDocuments; (g) all Deposit AccountsEquipment, including Equipment governed by the provisions of the FILOT Leases; (h) all DocumentsFixtures; (i) all EquipmentGeneral Intangibles, including any Obligor’s rights, title and interest as lessee with respect to the FILOT Leases; (j) all FixturesGoods; (k) all General IntangiblesInstruments, including without limitation the Instruments evidencing the Indebtedness described on Schedule 2(k) and owing to such Obligor by the issuers named therein, and all interest, cash, Instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Instruments evidencing such Indebtedness; (l) all GoodsInventory; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (pn) all Letter-of-Credit Rights; (qo) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderMoney; (rp) all Payment IntangiblesPatents; (sq) all Patent Licenses; (r) all Pledged Bonds; (s) all Pledged Deposit Accounts; (t) all PatentsPledged Equity; (u) all Software; (v) all Supporting Obligations; (w) all Trademark LicensesTrademarks; (x) all Trademarks;Trademark Licenses; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding anything in this Section 2 to the contrary, the foregoing grant of a security interest shall not be deemed to grant a security interest in any of the property described below and the term Collateral shall exclude the property described below (such property being hereinafter referred to as “Specific Excluded Property”): (I) any property or rights described in clauses (a) through (y) above, to the extent that, under applicable Laws, the applicable Obligor is expressly prohibited from granting a security interest therein or applicable Laws provide for the involuntary forfeiture of the property in the event a security interest is granted therein without the consent of the appropriate Governmental Authority; provided, however, that if such prohibition or the condition requiring such consent relates only to the foreclosure of a security interest or the exercise of other rights and remedies upon a default but not to the granting of a security interest therein, then a security interest in such property shall be deemed to be granted by this Agreement subject to the condition that the consent of such Governmental Authority is obtained by the Collateral Agent prior to foreclosure or exercising its other rights or remedies hereunder as to which such consent is required, and (II) any property or rights described in clauses (a) through (y) above, to the extent that the terms and provisions of a written agreement, document or instrument in effect on the date hereof (or after the date hereof unless the relevant prohibition is prohibited under any Financing Document) creating or evidencing such property or any rights relating thereto expressly prohibit the granting of a security interest therein or condition the granting of a security interest therein on the consent of a third party whose consent has not been obtained or would cause, or allow a third party to cause, the forfeiture of such property upon the granting of a security interest therein (other than to the extent that any such requirement or restriction would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of Revised Article 9 of the UCC (or any successor provision or provisions)); provided, however, that if such prohibition or the condition requiring such consent relates only to the foreclosure of a security interest or the exercise of other rights or remedies upon a default, then a security interest in such property shall be deemed to be granted by this Agreement subject to the condition that the consent of such third party is obtained by the Collateral Agent prior to foreclosure or exercising of its other rights or remedies hereunder as to which such consent is required; and (aaIII) all prior to an Event of Default and, following an Event of Default unless otherwise requested by Agent, motor vehicles; provided that, (A) In the event of the termination or elimination of any prohibition or the requirement for any consent contained in any applicable Law, agreement, document or instrument to the extent sufficient to permit any Specific Excluded Property to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such Specific Excluded Property shall be automatically and simultaneously granted hereunder in such Specific Excluded Property, and the Specific Excluded Property automatically and simultaneously shall be deemed to be assigned and pledged to the Collateral Agent and shall be included as Collateral hereunder; and (B) the foregoing limitations on the security interests created hereby shall not apply (1) to the extent any such prohibition on the creation of a security interest is rendered ineffective under the UCC or other assets applicable Law or (2) to the extent such General Intangible, agreement, license, permit or other instrument was entered into with the sole intent of avoiding the requirement that a security interest be granted therein pursuant to this Agreement; (C) in no event shall the foregoing be construed to exclude from the security interests created by this Agreement any proceeds of any Specific Excluded Property of such Obligor, the monetary value of the goodwill or other General Intangibles relating thereto, or any Accounts or the right to payments that are due or become due to such Obligor under any such agreement or other instrument, in each case to the extent the same would otherwise constitute Collateral. The Obligors and the Collateral Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interests created hereby in the Collateral constitute continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and, in each case, are not to be construed as an assignment of any copyrights, patents, trademarks or any licenses therefor.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Lenders, a Lien on, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the followingpersonal property of such Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”):") including, without limitation, the following: (a) all Accounts; (b) all money, cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesContracts; (f) all Copyrights; (g) all Deposit AccountsCopyright Licenses; (h) all DocumentsDeposit Accounts; (i) all EquipmentDocuments; (j) all FixturesEquipment; (k) all General IntangiblesFixtures; (l) all GoodsGeneral Intangibles (including payment intangibles (as defined in the UCC)); (m) all InstrumentsGoods; (n) all Instruments; (o) all Inventory; (op) all Investment Property; (pq) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment IntangiblesPatents; (s) all Patent Licenses; (t) all PatentsSoftware; (u) all SoftwareSupporting Obligations; (v) all Supporting ObligationsTrademarks; (w) all Trademark Licenses; (x) all TrademarksAccessions; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, 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; and (aaz) all other assets tangible and intangible property of such Obligor, including, without limitation, tort claims, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Obligor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor; provided, however, the Collateral shall not include any lease, license, contract, property right or agreement to which such Obligor is a party or any of its rights or interests or other General Intangibles arising thereunder (i) if the grant of a security interest in such lease, license, contract, property right, agreement or other General Intangible would violate the agreement under which such rights arise except to the extent provided under the UCC, or (ii) to the extent that the pledge or assignment of such rights or agreement requires the consent of any third party unless such third party has consented thereto except to the extent provided under the UCC. Each Obligor and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; (w) all Trademark Licenses; books and records related to any of the foregoing; and (x) all Trademarks; (y) Accessions and all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to Excluded Property. The Obligors and the Collateral Agent, on behalf of the holders of the Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor of the Grantors hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest inin and pledges and assigns to the Collateral Agent, and together with a right to set off against, any the following property, assets and all rightrights of the Grantor, title and interest of such Obligor in and to the followingwherever located, whether now owned or existing or owned, acquired, hereafter acquired or arising hereafter (including all proceeds and products, collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; currency; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Software; (s) all Patent Licenses; Supporting Obligations; (t) all Patents; Trademarks; (u) all Software; Trademark Licenses; (v) all Supporting Obligations; other personal property of whatever type or description; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (aai) any equity interests pledged as collateral under the Pledge Agreement (which interests shall be subject to the terms and provisions thereof), (ii) any equity interests in Foreign Subsidiaries that are not required to be pledged as collateral, and (iii) any Excluded Property. The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); all Deposit Accounts; (e) all Copyright Licenses; Documents; (f) all Copyrights; Equipment; (g) all Deposit Accounts; Fixtures; (h) all Documents; General Intangibles; (i) all Equipment; Goods; (j) all Fixtures; Instruments; (k) all General Intangibles; Intellectual Property; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Payment Intangibles; (p) all Pledged Equity; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Securities Accounts; (r) all Payment Intangibles; Software; (s) all Patent Licenses; Supporting Obligations; (t) all Patents; Vehicles; (u) all Software; books and records pertaining to the Collateral; (v) all Supporting Obligations; (w) Accessions and all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and foregoing and (aaw) all other assets personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such Obligorintent-to-use trademark applications under applicable Law; provided that upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper (Commercial Tort Claims, including Electronic Chattel Paperthose identified on Schedule 2(c); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all confidential information; (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (hf) all Documents; (ig) all Equipment; (jh) all Fixtures; (ki) all General Intangibles; (lj) all Goods; (mk) all Instruments; (nl) all Inventory; (om) all Investment Property; (pn) all Intellectual Property; (o) all Letter-of-Credit Rights; (p) all license agreements (inbound or outbound) of any Intellectual Property; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderMoney; (r) all Payment Intangibles; (s) all Patent LicensesSoftware; (t) all Patents;Supporting Obligations; and (u) all Software; (v) Accessions and all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, (aax) all other the security interests granted under this Security Agreement shall not extend to, and in no event shall the “Collateral” include, any Excluded Property and (y) the representations and covenants set forth herein regarding the assets of the Grantors shall not apply to any such ObligorExcluded Property. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors)d) all Copyrights; (e) all Copyright Licenses; (f) all CopyrightsDocuments; (g) all Deposit AccountsEquipment, including Equipment governed by the provisions of the FILOT Leases; (h) all DocumentsFixtures; (i) all EquipmentGeneral Intangibles, including any Obligor’s rights, title and interest as lessee with respect to the FILOT Leases; (j) all FixturesGoods; (k) all General IntangiblesInstruments, including without limitation the Instruments evidencing the Debt described on Schedule 3(h) and owing to such Obligor by the issuers named therein, and all interest, cash, Instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Instruments evidencing such Debt; (l) all GoodsInventory; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (pn) all Letter-of-Credit Rights; (qo) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderMoney; (rp) all Payment IntangiblesPatents; (sq) all Patent Licenses; (r) all Pledged Bonds; (s) all Pledged Deposit Accounts; (t) all PatentsPledged Equity; (u) all Software; (v) all Supporting Obligations; (w) all Trademark LicensesTrademarks; (x) all Trademarks;Trademark Licenses; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything in this Section 2 to the contrary, the foregoing grant of a security interest shall not be deemed to grant a security interest in, and the term “Collateral” shall exclude, (aai) all the Capital Securities of any Foreign Subsidiary other assets than the Pledged Equity of such Obligor.each Material Foreign Subsidiary and (ii) any of the property described below (the property described in clauses (I) and (II) below being hereinafter referred to as “Specific Excluded Property”):

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; currency; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 1 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Software; (s) all Patent Licenses; Supporting Obligations; (t) all Patents; Trademarks; (u) all Software; Trademark Licenses; and (v) all Supporting Obligations; (w) Accessions and all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (aaa) all any property which, subject to the terms of Section 8.09 of the Credit Agreement, is subject to a Lien of the type described in Section 8.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other assets Liens in such property, and (b) any lease, license, contract or other agreement of an Obligor if the grant of a security interest in such lease, license, contract or other agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor's rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such lease, license, contract or other agreement or applicable Law to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such lease, license, contract or other agreement shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash EquivalentsAs-Extracted Collateral; (c) all Chattel Paper (including Electronic Chattel Paper)Money, cash and currency; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all Chattel Paper; (e) all Copyright Licensesthose Commercial Tort Claims identified on Schedule 2(e) attached hereto; (f) all Copyrights; (g) all Deposit AccountsCopyright Licenses; (h) all DocumentsDeposit Accounts; (i) all EquipmentDocuments; (j) all Equipment; (k) all Fixtures; (kl) all General Intangibles; (lm) all Goods; (mn) all Instruments; (no) all Inventory; (op) all Investment Property; (pq) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment IntangiblesPatents; (s) all Patent Licenses; (t) all PatentsSoftware; (u) all SoftwareSupporting Obligations; (v) all Supporting ObligationsTrademarks; (w) all Trademark Licenses; (x) all Trademarks;other personal property of such Grantor of whatever type or description; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (aai) all any Property that is subject to a Lien securing Indebtedness permitted under Section 8.01(b), (i) or (p) of the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property or (ii) any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligorlease, license or contract and would result in the termination thereof, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity.

Grant of Security Interest in the Collateral. To secure the prompt -------------------------------------------- payment and or performance in full when due, whether by lapse of time, acceleration, mandatory prepayment acceleration or otherwise, of the Secured Obligations, each Obligor the Borrower hereby grants grants, such grant to become effective on the Effective Date, to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, in and a right to set off against, and acknowledges and agrees that on the Effective Date the Agent will have and shall continue to have a continuing security interest in and a right of set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):and (a) all AccountsAll equipment, including, without limitation, machinery, tools, furniture, furnishings, office equipment and trade fixtures; (b) All accounts and receivables and all cash goods represented by or securing accounts and Cash Equivalentsreceivables; (c) All inventory, including, without limitation, all Chattel Paper (including Electronic Chattel Paper)raw materials, all work in process and all goods held for sale or lease; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other All agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements (including, without limitation, the Swap Documents) now or hereafter entered into by an Obligorthe Borrower, as such agreements may be amended or otherwise modified from time to time (collectively, the “"Assigned Agreements”"), including without limitation, (i) all rights ------------------- of an Obligor the Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor the Borrower for damages arising out of or for breach of or default under the Assigned Agreements Agreements, and (iv) the right of an Obligor the Borrower to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (re) all Payment IntangiblesAll other general intangibles; (sf) all Patent LicensesAll instruments, documents, chattel paper, securities, policies and certificates of insurance, deposits, cash or other goods; (tg) All federal, state and local tax refunds and claims of the Borrower, all Patentsrights in litigation of the Borrower presently or hereafter pending for any cause or claim (whether in contract, tort or otherwise), and all judgments of the Borrower now or hereafter arising therefrom; (uh) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all All books, records, ledger files, computer software and other similar writings or evidence of the Borrower's business, including, without limitation, written applications, credit information, account cards, filespayment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers and cabinets in which the same are reflected or maintained (including computer programsrecords, tapes, diskssoftware and the like), and related data processing software (owned by such Obligor all whether now existing or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponhereafter arising; (zi) to All other personal property of any kind or type whatsoever owned by the extent not otherwise includedBorrower; (j) All accessions and additions to, alland substitutions and replacements of, Accessions, Proceeds and products of any and all of the foregoing, whether now existing or hereafter arising; and (aak) All proceeds and products of the foregoing and all insurance relating to the foregoing Collateral and all proceeds thereof (including, without limitation, insurance proceeds payable on account of business interruption), whether now existing or hereafter arising. Without limiting the generality of the foregoing but subject to the last paragraph of this Section 2, the Collateral specifically shall include the Project and all assets related to the Project, including, without limitation, the fiber optic transmission system described on Schedule 1.01(c) to the Loan Agreement, all electronic and other assets equipment associated with such system (including, without limitation, all personal property, furniture and fixtures), the Project Contracts described on Schedule C attached hereto (as such contracts -------- may be amended or modified from time to time), and other agreements pertaining to the Project (including, without limitation, all rights of the Borrower to receive the payment of money under such Obligoragreements).

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash EquivalentsAs-Extracted Collateral; (c) all Chattel Paper (including Electronic Chattel Paper)Money, cash and currency; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all Chattel Paper; (e) all Copyright Licensesthose Commercial Tort Claims identified on Schedule 2(e) attached hereto; (f) all Copyrights; (g) all Deposit AccountsCopyright Licenses; (h) all DocumentsDeposit Accounts; (i) all EquipmentDocuments; (j) all Equipment; (k) all Fixtures; (kl) all General Intangibles; (lm) all Goods; (mn) all Instruments; (no) all Inventory; (op) all Investment Property; (pq) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment IntangiblesPatents; (s) all Patent Licenses; (t) all PatentsSoftware; (u) all SoftwareSupporting Obligations; (v) all Supporting ObligationsTrademarks; (w) all Trademark Licenses; (x) all Trademarks;other personal property of such Grantor of whatever type or description; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein , the security interests granted under this Security Agreement shall not extend to any Property that is subject to a Lien securing Indebtedness permitted under Section 8.01(b), (aai) all or (p) of the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other assets of Liens in such ObligorProperty.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”"): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (xv) all Trademarks;other personal property of such Grantor of whatever type or description; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (aai) all any Property that is subject to a Lien securing Indebtedness permitted under Section 8.01(b), (i) or (p) of the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property or (ii) any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligorlease, license or contract and would result in the termination thereof, but only to the extent that (A) after reasonable efforts, consent from the relevant party or parties has not been obtained and (B) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity. The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all personal property of the followingGrantors of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):), including the following: (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (sp) all Patent Licenses; (tq) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademark Licenses; (xu) all Trademarks;; and (yv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to, and the “Collateral” shall not include, (i) any Excluded Property, (ii)(A) any property that is subject to a Lien securing purchase money or sale/leaseback Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other Liens in such property or (B) any permit or lease of a Grantor hereafter executed or obtained if the grant of a security interest in such permit or lease in the manner contemplated by this Security Agreement, under the terms thereof and under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise adversely alter (in a material manner) such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); and provided in each case that any such limitation on the security interests granted hereunder shall only apply to the extent that (aa1) all after reasonable efforts (which shall not include the payment of any additional consideration), consent from the relevant party or parties has not been obtained and (2) any such prohibition could not be rendered ineffective pursuant to the UCC or any other assets applicable law (including Debtor Relief Laws) or principles of equity, (iii) any Pledged Collateral (as such term is defined in the Pledge Agreement) that is expressly included in the grant of security interests to the Collateral Agent pursuant to the Pledge Agreement, to the extent the Collateral Agent holds a valid first priority perfected security interest in such Pledged Collateral thereunder, (iv) any Capital Stock that is expressly excluded from the grant of security interests in Pledged Collateral under the Pledge Agreement, and (v) any Capital Stock of a Foreign Subsidiary (A) that is not Capital Stock of a First-Tier Foreign Subsidiary or (B) that is Capital Stock of a First-Tier Foreign Subsidiary for so long as the granting, pledging or assigning of such ObligorCapital Stock (1) would in the good faith judgment of the Borrower reasonably be expected to result in adverse tax consequences to the Borrower or any other member of the Consolidated Group or (2) is prohibited by applicable law. The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (x) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (y) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”"): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such the Obligors in which an Obligor is the claimant set forth on Schedule 2(d2(c) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts, including, without limitation, the Lockbox Accounts, the Wachovia Cash Collateral Account, the Wachovia Funding Account and any replacement or successor accounts relating thereto; (h) all Documents; (i) all Equipment, including, without limitation, any certificates of title and vehicles and all Equipment subject to a certificate of title or other title record; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “"Assigned Agreements”"), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment IntangiblesPatents; (s) all Patent Licenses; (t) all PatentsTrademarks; (u) all Trademark Licenses; (v) all Software; (vw) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (y) all other personal property of any kind or type whatsoever owned by such Obligor; and (z) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and . The Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (aaa) constitutes continuing collateral security for all other assets of the Secured Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property. Notwithstanding the foregoing, the security interest granted herein shall not extend to, and the term "Collateral" shall not include (i) any Equipment or Inventory (and any proceeds of such ObligorEquipment or Inventory, except for rental payments and Accounts arising from the lease of such Equipment or Inventory or from the sale of Inventory consisting of parts), other than any Equipment or Inventory which is (A) evidenced by a certificate of title or comprised of titled vehicles and (B) owned by an Obligor (and any proceeds of such Equipment or Inventory), or (ii) the Collateral Account (as defined in the Senior Secured Note Security Agreement as in effect on the Closing Date) and the funds and investments therein.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Goods; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Money; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; and (x) all Trademarks; (y) Accessions and all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; and provided that, upon the occurrence of any event that renders any property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency, money and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain all Commercial Tort Claims of such Obligor (including, without limitation, those set forth on Schedule 2(d5.21(e) attached hereto to the Credit Agreement (as such Schedule may be updated from time to time by in accordance with the ObligorsCredit Agreement); ); (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents; (g) all Deposit Accounts; Equipment and machinery; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property, Securities and Financial Assets; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Payment Intangibles, any and all contract rights or rights to the payment of money, all insurance claims and proceeds, all tort claims, all hedge agreements, all indemnification rights and all tax refunds; (p) all Pledged Equity; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Securities Accounts; (r) all Payment Intangibles; Software; (s) all Patent Licenses; Supporting Obligations; (t) all Patents; Vehicles; (u) all Software; books and records pertaining to the Collateral; (v) all Supporting Obligations; (w) Accessions and all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and and (aaw) all other assets personal, real or fixture property of any kind or type whatsoever now or hereafter owned by such ObligorGrantor or as to which such Grantor now or hereafter has the power to transfer an interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted in Section 2 of this Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property; provided, however, that if and to the extent that any property shall not constitute, or cease to be, Excluded Property, the Lien and security interest granted pursuant to Section 2 of this Agreement shall immediately, and without the need for further action of any Grantor or any other Person, attach to such property, which shall thereupon form part of the Collateral. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment, license or encumbrance of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the followingpersonal property of the Obligors (other than (i) Excluded Property and (ii) the issued and outstanding Capital Stock of (1) any Non-Pledged Subsidiary (as defined in the Credit Agreement) and (2) CII and its Subsidiaries), whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”):") including, without limitation, the following: (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain all Commercial Tort Claims of such Obligor the Obligors, including those set forth on Schedule 2(d) attached hereto hereto, which include all Commercial Tort Claims of the Obligors in an amount equal to or greater than One Hundred Thousand Dollars (as such Schedule may be updated from time to time by the Obligors$100,000); (e) all Copyright LicensesDeposit Accounts; (f) all CopyrightsDocuments; (g) all Deposit AccountsEquipment; (h) all DocumentsFixtures; (i) all EquipmentGeneral Intangibles (including patents, trademarks (including the goodwill associated therewith) and copyrights and applications for any of the forgoing); (j) all FixturesInstruments, including without limitation the Instruments evidencing the Indebtedness (the "Initial Pledged Debt") described on Schedule 2(j) and owing to such Obligor by the issuers named therein, and all interest, cash, Instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; (k) all General IntangiblesInventory; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (pm) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (un) all Software; (vo) all Subsidiary Equity; (p) all Supporting Obligations; (wq) all Trademark Licenses;Accessions; and (xr) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; provided, however, the foregoing grant of a security interest shall be deemed not to grant a security interest in any of the property described below (such property being hereinafter referred to as "Excluded Property"): (i) any Equipment, General Intangibles or contracts related thereto, but only to the extent that, under applicable Laws, the applicable Obligor is expressly prohibited from granting a security interest therein or applicable Laws provide for the involuntary forfeiture of the property in the event a security interest is granted therein without the consent of the appropriate Governmental Authority, or at all; provided, however, that if such prohibition or the condition requiring such consent relates only to the foreclosure of a security interest or the exercise of other rights and remedies upon a default but not to the granting of a security interest therein, then a security interest in such property shall be deemed to be granted by this Agreement subject to the condition that the consent of such Governmental Authority is obtained by the Administrative Agent prior to foreclosure or exercising its other rights or remedies hereunder as to which such consent is required, and (aaii) all other assets any Equipment, General Intangibles or contracts related thereto, but only to the extent that the terms and provisions of a written agreement, document or instrument in effect on the date hereof creating or evidencing such property or any rights relating thereto expressly prohibit the granting of a security interest therein or condition the granting of a security interest therein on the consent of a third party whose consent has not been obtained or would cause, or allow a third party to cause, the forfeiture of such Obligorproperty upon the granting of a security interest therein (other than to the extent that any such requirement or restriction would be rendered ineffective pursuant to Sections 9-407 or 9-408 of Revised Article 9 of the UCC), provided, however, that if such prohibition or the condition requiring such consent relates only to the foreclosure of a security interest or the exercise of other rights or remedies upon a default, then a security interest in such property shall be deemed to be granted by this Agreement subject to the condition that the consent of such third party is obtained by the Administrative Agent prior to foreclosure or exercising of its other rights or remedies hereunder as to which such consent is required. In the event of the termination or elimination of any prohibition or the requirement for any consent contained in any applicable law, rule, regulation, agreement, document or instrument to the extent sufficient to permit any Excluded Property to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such Excluded Property shall be automatically and simultaneously granted hereunder in such Excluded Property, and the Excluded Property automatically and simultaneously shall be deemed to be assigned and pledged to the Administrative Agent and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any copyrights, patents, trademarks or any licenses therefor.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; ; (m) all Instruments; ; (n) all Inventory; ; (o) all Investment Property; ; (p) all Letter-of-Credit Rights; ; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; (x) all Trademarks; books and records related to the Collateral; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, (aaA) all the security interests granted under this Agreement shall not extend to any Excluded Property and (B) the Administrative Agent, on behalf of itself and the holders of the Secured Obligations, acknowledges and agrees that, solely to the extent required by any applicable Law or one or more Governmental Authorities or any Applicable Insurance Regulatory Authority, the ownership of the Capital Stock of an Insurance Subsidiary (in each case, “Specified Shares”) and voting rights in any Specified Shares, shall remain with the Parent even if an Event of Default has occurred and is continuing, unless (i) the applicable Governmental Authority or Applicable Insurance Regulatory Authority shall have given its prior consent (solely to the extent such consent is required by applicable Law) to the change in ownership of Specified Shares by transfer to an acquirer whether by purchase at a public or private sale of Specified Shares or by merger or other assets transfer effecting a change in ownership in any Specified Shares, or to the exercise of such Obligorrights to effect a change in ownership of Specified Shares by the Administrative Agent, any holder of the Secured Obligations, a receiver, trustee, conservator or other agent or designee duly appointed in accordance with applicable Law or (ii) the transferee of Specified Shares is approved (solely to the extent such approval is required by applicable Law) as the owner of Specified Shares pursuant to applicable rules and regulations of the applicable Governmental Authority or Applicable Insurance Regulatory Authority. To enforce the provisions of this subsection, the Obligors acknowledge and agree that the Administrative Agent may request, and the Obligors hereby authorize and consent to the Administrative Agent requesting, the appointment of a receiver from any court of competent jurisdiction. To the extent permitted by applicable Law, the Obligors acknowledge and agree that the Administrative Agent may instruct, and the Obligors authorize and consent to the Administrative Agent providing such instruction to, such receiver to seek from the applicable Governmental Authority or Applicable Insurance Regulatory Authority a transfer of Specified Shares for the purpose of seeking a purchaser or other transferee to whom it will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, the Parent shall promptly use its commercially reasonable efforts to cooperate in obtaining the consent or approval of any applicable Governmental Authority or Applicable Insurance Regulatory Authority, if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with such Governmental Authority or Applicable Insurance Regulatory Authority of the assignor’s or transferor’s portion of any application for consent or approval to the transfer of Specified Shares necessary or appropriate under the applicable Governmental Authority or Applicable Insurance Regulatory Authority’s rules and regulations for approval of the transfer or assignment of any portion of Specified Shares. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Borrower hereby grants to Lender, to the Administrative Agent, for the ratable benefit of the Lendersmaximum extent assignable, a continuing security interest Lien in, and a right to set off against, any and all right, title and interest of such Obligor Borrower in and to all of Borrower’s assets, including, without limitation, the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscash equivalents; (c) all Chattel Paper (including Electronic Chattel Paper)paper; (d) those certain all Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)tort claims; (e) all Copyright LicensesDeposit accounts of B▇▇▇▇▇▇▇, and any replacement or successor accounts relating thereto; (f) all CopyrightsDocuments; (g) all Deposit AccountsEquipment (including all Software, whether or not the same constitutes embedded software, used in the operation thereof); (h) all DocumentsFixtures; (i) all EquipmentGoods; (j) all FixturesGeneral intangibles, including all tax refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names, trade secrets, customer lists and licenses); (k) all General IntangiblesInstruments; (l) all GoodsInventory; (m) all InstrumentsInvestment property, including all Commodity accounts, Commodity contracts, Securities, Security entitlements and Securities accounts; (n) all InventoryLetter-of-credit rights; (o) all Investment PropertySupporting obligations; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor Borrower or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise reasonably necessary or helpful in the collection thereof or realization thereupon; (zq) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and . B▇▇▇▇▇▇▇ also hereby collaterally assigns to Lender all of Borrower’s rights under and interests in every policy of insurance covering the Collateral. Borrower and L▇▇▇▇▇ hereby acknowledge and agree that the Lien created hereby in the Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising. Any of the foregoing to the contrary notwithstanding, the “Collateral” shall not include, and the Lien granted herein shall not attach to, any asset subject to a rule of law, statute or regulation or of a lease agreement or any General intangible (aaincluding a contract, permit, license or franchise) all other assets or a Lien permitted under the Loan Documents (“Permitted Lien”), where the grant of such ObligorLien would invalidate or constitute a breach or violation of any such rule of law, statute, regulation, lease agreement or General intangible or agreement or agreements creating or giving rise to such Permitted Lien, provided that the limitation set forth in this sentence shall (i) exist only for so long as such rule of law, statute, regulation, lease agreement or General intangible or agreement and the Permitted Lien created therein continue to be effective (and, upon the cessation, termination, expiration of such rule of law, statute, regulation, lease agreement or General intangible or Permitted Lien, or if any such rule of law, statute or regulation is no longer applicable, the Lien granted herein shall be deemed to have automatically attached to such asset), and (ii) not apply with respect to any asset if and to the extent that the prohibition or restriction on the Lien in and to such asset granted in this Security Agreement is rendered ineffective under Sections 9-406, 9-407, 9-408, or 9-409 of the Uniform Commercial Code.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; and provided, however, that “Excluded Property” shall not include any Proceeds, substitutions or replacements of any Excluded Property unless such Proceeds, substitutions or replacements would independently constitute Excluded Property. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To Each Grantor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured ObligationsObligations of such Grantor, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; (b) , all cash Payment Intangibles that arise from the provision of property and/or services, and Cash Equivalents; (c) all any Instruments and Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise includedthey evidence an Account Debtor’s payment obligations with respect to such Accounts and/or such Payment Intangibles or leasing of personal property in the ordinary course of such Grantor’s business; (b) all Pledged Equity; (c) all books and records pertaining to the foregoing and to Proceeds of the foregoing, alland (d) all Proceeds (including insurance proceeds, Accessions, Proceeds proceeds of proceeds and claims against third parties) and products of of, and Supporting Obligations for, any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, (aaX) the security interests granted under this Agreement shall not extend to, and the term “Collateral” shall not for any purpose of this Agreement include, any Excluded Equity, and (Y) the security interests granted under this Agreement shall not extend to (1) any Real Property Lease Accounts or (2) any General Intangible, permit, lease, license, contract or Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) provided, that (i) any such limitation on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby further acknowledge and agree that solely with respect to the Borrower’s grant of a security interest in its Collateral pursuant to this Agreement and the other assets Collateral Documents, and for no other purpose, the amount of such ObligorSecured Obligations (but not Obligations) of the Borrower shall be limited to an amount equal to the Borrower Collateral Limit. The Borrower Collateral Limit shall not limit the amount of Secured Obligations guaranteed by the Guarantors under the Multiparty Guaranty, nor the amount of Secured Obligations secured by the Guarantors’ Collateral.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of As collateral security for the Secured Obligations, each Obligor Obligations defined below: (a) Borrower hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Creditors, a continuing Lien on and security interest in, and a right to set off of set‑off against, any and acknowledges and agrees that the Administrative Agent has and shall continue to have for the benefit of the Secured Creditors a continuing Lien on and security interest in, and right of set‑off against, all right, title title, and interest of such Obligor in and to the followingBorrower, whether now owned or existing or ownedhereafter created, acquiredacquired or arising, in and to (i) the Pledged Account and all sums now or hereafter on deposit therein or payable thereon and all investment property in which funds in the Pledged Account may from time to time be invested (overnight or otherwise), all claims with respect thereto and all income, distributions, and sums distributable or payable from, upon, or arising hereafter in respect of the foregoing; (ii) accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (iii) proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof (collectively, the “Pledged Account Collateral”); provided, however, that for avoidance of doubt, without derogating in any way from the Lien and security interest of Administrative Agent in Cash Collateral pursuant to the terms and provisions of the other Loan Documents, the term “Pledged Account Collateral” shall not include (and the foregoing Lien and security interest and right of set-off against the Borrower’s right, title and interest in and to the Pledged Account Collateral does not cover, include or extend to) any other of Borrower’s or any of its Subsidiary’s accounts wherever located, including any of the items described in the foregoing clauses (i) through (iii) once such items are directed to be on deposit in such of Borrower’s or any of its Subsidiary’s accounts in accordance with and subject to the provisions of Section 5(d)(ii) below; and (b) without limiting in any way the foregoing, each Grantor, respectively, hereby grants (and, with respect to Timeshare Inventory, grants, bargains, sells, conveys, mortgages, warrants, collaterally assigns and pledges) to the Administrative Agent, for the benefit of the Secured Creditors, a Lien on and security interest in, and right of set‑off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have for the benefit of the Secured Creditors a continuing Lien on and security interest in, and right of set‑off against, all right, title, and interest of each such respective Grantor, whether now owned or existing or hereafter created, acquired or arising, in such of the following as is owned by each such respective Grantor (collectively, with the Pledged Account Collateral, the “Collateral”): (ai) (A) all AccountsTimeshare Inventory owned by any Inventory Grantor and (B) all right, title, and interest of any Inventory Grantor in and to all Timeshare Inventory held by the Bluegreen Trustee for the benefit of such Inventory Grantor under the Club Trust Agreement; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty Pledged Receivables owned by BRM or guaranty with respect to the Assigned Agreements, BVU; (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and all Securitization Collateral owned by TFRI; (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder accessions and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disksadditions to, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise includedsubstitutions and replacements of, all, Accessions, Proceeds and products of any and all of the foregoing; and (aav) proceeds and products of the foregoing, and all other assets insurance of such Obligorthe foregoing and proceeds thereof.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentServicer, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; ; (m) all Instruments; ; (n) all Inventory; ; (o) all Investment Property; ; (p) all Letter-of-Credit Rights; ; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; (x) all Trademarks; books and records related to the Collateral; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (x) the security interests granted under this Agreement shall not extend to any Excluded Property and (y) the term “Collateral” shall be deemed not to include any Excluded Property; and provided that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Servicer, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of As collateral security for the Secured ObligationsObligations defined below, each Obligor Debtor hereby grants to the Administrative Agent, Collateral Agent for the ratable benefit of the Lenders, Secured Parties a continuing lien on and security interest in, and a right to set of set-off against, any and acknowledges and agrees that the Collateral Agent has and shall continue to have until the Termination Date (as hereinafter defined) for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title title, and interest of such Obligor in and to the followingDebtor, whether now owned or existing or ownedhereafter created, acquiredacquired or arising, or arising hereafter (collectively, in and to all of the “Collateral”):following: (a) all Accounts; (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper Instruments (including Electronic Chattel PaperPromissory Notes); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)Documents; (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, copyrights, and all Copyright Licensesother intellectual property rights, including all applications, registrations, and licenses therefor, and all goodwill of the business connected therewith or represented thereby); (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (qg) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (wh) all Trademark LicensesDeposit Accounts; (xi) all TrademarksInvestment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (yj) Inventory; (k) Equipment (including all bookssoftware, recordswhether or not the same constitutes embedded software, ledger cardsused in the operation thereof); (1) Fixtures; (m) Commercial Tort Claims (as described on Schedule E hereto or on one or more supplements to this Agreement); (n) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which are represented by, filesarise from, correspondenceor relate to any of the foregoing; (o) Monies, personal property, and interests in personal property of such Debtor of any kind or description now held by any Secured Party or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, any Secured Party, or any agent or affiliate of any Secured Party, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (p) Supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, tapes, disks, tapes and related electronic data processing software (owned by media, and all rights of such Obligor or Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which it has an interest) that at any time evidence the same are reflected or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponmaintained; (zq) to the extent not otherwise includedAccessions and additions to, alland substitutions and replacements of, Accessions, Proceeds and products of any and all of the foregoing; and (aar) Proceeds and products of the foregoing, and all other assets insurance of such Obligor.the foregoing and proceeds thereof;

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby pledges and grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a Lien on and a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, wherever located and whether now owned or existing or owned, acquired, or arising hereafter from time to time (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d5.21(e) attached hereto to the Loan Agreement (as such Schedule may be updated from time to time by in accordance with the ObligorsLoan Agreement); ; (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents; (g) all Deposit Accounts; Equipment; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Intellectual Property; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit and Letter-of-Credit Rights; ; (p) all Payment Intangibles; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Pledged Equity; (r) all Payment Intangibles; Securities Accounts; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; [reserved]; (v) all Supporting Obligations; books and records pertaining to the Collateral; (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and (aax) Vintage Stock Acquisition Agreement rights pursuant to the Collateral Assignment of Vintage Stock Acquisition Agreement; (y) key-man life insurance policy rights pursuant to the Key-Man Collateral Assignment Agreements; and (z) all other assets or personal property of any kind or type whether tangible or intangible whatsoever now or hereafter owned by such ObligorGrantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests and Liens granted under this Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property, and to the extent that any Collateral later becomes Excluded Property, the Lien and security interest granted hereunder will automatically be deemed to have been terminated and released; provided further that, if and when any property shall cease to be Excluded Property, a Lien on and security interest in such property shall automatically be deemed granted therein. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”): "): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property and the term "Collateral" shall be limited accordingly. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; ; (m) all Instruments; ; (n) all Inventory; ; (o) all Investment Property; ; (p) all Letter-of-Credit Rights; ; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; (x) all Trademarks; books and records related to the Collateral; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (x) the security interests granted under this Agreement shall not extend to any Excluded Property and (y) the term “Collateral” shall be deemed not to include any Excluded Property; and provided that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper Certificates of Title, motor vehicle registrations, books and records (including Electronic Chattel Paper)(i) customer lists, credit files, computer programs, printouts and other computer materials and records, (ii) maintenance, service, repair and warranty information and records, (iii) warranty and service agreements and (iv) all licenses, registrations, permits, pending applications, charters, inspection and emission testing documents and other items required for the registration, titling and operation of the Material Rentable Vehicles) of each Grantor pertaining to any of the Collateral; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all Chattel Paper; (e) all Copyright LicensesCommercial Tort Claims that are identified on Schedule 2(e) attached hereto; (f) all Copyrights; (g) all Deposit AccountsCopyright Licenses; (h) all DocumentsDeposit Accounts; (i) all EquipmentDocuments; (j) all Equipment; (k) all Fixtures; (kl) all General Intangibles; (lm) all domain names; (n) all Goods; (mo) all Instruments; (np) all InventoryInventory and Material Rentable Vehicles; (oq) all Investment Property; (pr) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent LicensesPatents; (t) all PatentsPatent Licenses; (u) all Software; (v) all Supporting Obligations; (w) all Trademark LicensesTrademarks; (x) all Trademarks;Trademark Licenses; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything herein to the contrary, in no event shall the Collateral include (aai) Excluded Property, (ii) any interest pledged pursuant to the Pledge Agreement, (iii) owned real property, and (iv) any property the purchase of which was financed by Indebtedness permitted under Section 8.03(e) of the Credit Agreement, to the extent that the documents creating such Indebtedness prohibit the granting of a Lien thereon, but only for so long as the related Indebtedness remains outstanding. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash EquivalentsChattel Paper; (c) all Chattel Paper (Commercial Tort Claims, including Electronic Chattel Paper)those identified on Schedule 2(c) attached hereto; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (he) all Documents; (if) all Equipment; (jg) all Fixtures; (kh) all General Intangibles; (li) all Goods; (mj) all Instruments; (nk) all Inventory; (ol) all Investment Property; (pm) all Intellectual Property; (n) all Letter-of-Credit Rights; (qo) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing license agreements (inbound or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (ioutbound) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderIntellectual Property; (rp) all Money; (q) all Payment Intangibles; (r) all Regulatory Authorizations; (s) all Patent LicensesSoftware; (t) all Patents;Supporting Obligations; and (u) all Software; (v) Accessions and all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to and “Collateral” shall not include (aai) any Excluded Property, and (ii) any Pledged Collateral (as defined in the Pledge Agreement). The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; Letter-of- Credit Rights; (o) all Investment Property; Money; (p) all Letter-of-Credit Rights; Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to Excluded Property or Excluded DVU Property. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor of the Grantors hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d1 hereto; (d) attached hereto (as such Schedule may be updated from time to time by the Obligors); all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Money; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (aai) any Equity Interests pledged as collateral under the Pledge Agreement (which interests shall be subject to the terms and provisions thereof), (ii) any Equity Interests in Foreign Subsidiaries that are not required to be pledged as collateral under the Credit Agreement and the other Loan Documents, and (iii) any Excluded Property. The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 3; (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents (other than title documents with respect to vehicles); (g) all Deposit Accounts; Equipment; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Intellectual Property; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Payment Intangibles; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Pledged Equity; (r) all Payment Intangibles; Securities Accounts; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; books and records pertaining to the Collateral; and (v) all Supporting Obligations; Accessions and all Proceeds (wincluding Stock Rights) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, 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; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to Excluded Assets. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (aaa) constitutes continuing collateral security for all other assets of such Obligorthe Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain all Commercial Tort Claims of such Obligor set forth Claims, including those identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderOther Intellectual Property; (r) all Payment IntangiblesPatents; (s) all Patent Licenses; (t) all PatentsPayment Intangibles; (u) all Proprietary Software; (v) all Supporting ObligationsSoftware; (w) all Trademark LicensesSupporting Obligations; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponTrademark Licenses; (z) all Trade Secrets; and (aa) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, the Collateral shall not include any: (aai) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Security Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any prohibition or limitation described in clause (i) of this paragraph on the security interests granted hereunder shall (x) only apply to the extent that any such prohibition or limitation is not rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (y) not apply to Proceeds or Accounts arising from the General Intangibles, permits, leases, licenses, contracts or Instruments referenced in clause (i) of this paragraph and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any documents relating to the property described in clause (i) of this paragraph, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder; (ii) any Client Trust Accounts; (iii) more than 65% of the Voting Equity Interests in any Excluded Foreign Subsidiary; or (iv) any Excluded Equipment. Notwithstanding the foregoing, the Collateral shall include, and the foregoing shall in no way be construed so as to limit, impair or otherwise affect Administrative Agent’s unconditional continuing security interest in and to, all right, title and interest of each Grantor in or to any payment obligations or other assets rights to receive monies due or to become due under or with respect to of the property described in clauses (i)-(iv) above or any and all proceeds, products, substitutions or replacements of the property described in clauses (i)-(iv) above (unless such proceeds, products, substitutions or replacements would otherwise constitute property of the types described in clauses (i)-(iv) above). Notwithstanding anything in this Agreement or any rights arising between Borrower and Agent in any other agreement or by operation of law or statute, Agent hereby waives any lien or right of setoff with respect to any Client Trust Accounts, except for any lien or right of setoff securing Agent’s or any Cash Management Bank’s standard fees with respect to the maintenance of such ObligorClient Trust Accounts.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the followingall personal property of such Obligor of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter hereafter, including, without limitation, the following (collectively, the “"Collateral”"): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain all Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (us) all Software; (vt) all Supporting Obligations; (w) all Trademark Licenses; (xu) all Trademarks; (yv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;Trademark Licenses; and (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . The Obligors and the Collateral Agent, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the LendersCollateral Agent, the Trustee and the Holders (collectively, the “Secured Parties”‘), a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (ai) all Accounts; (bii) all cash and Cash Equivalentscash equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such the Obligors in which an Obligor is the claimant or plaintiff set forth on Schedule 2(d2(a)(iv) attached hereto (as such Schedule may be updated from time to time by the Obligors); (ev) all Copyrights; (vi) all Copyright Licenses; (f) all Copyrights; (gvii) all Deposit Accounts, all Lockbox Accounts, all Payment Accounts and any replacement or successor accounts relating thereto; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (lxii) all Goods; (mxiii) all Instruments; (nxiv) all Inventory; (oxv) all Investment Property; (pxvi) all Letter-of-Credit Rights; (qxvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an ObligorAssigned Contracts, as such agreements may be amended amended, replaced, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereundertime; (rxviii) all Payment IntangiblesPatents; (sxix) all Patent Licenses; (txx) all PatentsTrademarks; (uxxi) all Trademark Licenses; (xxii) all Software; (vxxiii) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxiv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxv) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxvi) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) Each of the Obligors and the Collateral Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property. (c) Any of the foregoing clauses (a) and (b) of this Section 2 to the contrary notwithstanding, the “Collateral” shall not include, and the security interest granted herein shall not attach to, the Excluded Assets.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the followingfollowing personal property of the Grantors, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (xv) all Trademarks;other personal property of whatever type or description; and (yw) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, Accessions and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to, and the term “Collateral” hereunder shall not include, (i) any Pledged Collateral (as such term is defined in the applicable Pledge Agreement) that is expressly included in the grant of security interests to the Collateral Agent pursuant to a Pledge Agreement, to the extent the Collateral Agent holds a valid first-priority (subject to Permitted Liens) perfected security interest in such Pledged Collateral thereunder or (ii) any Excluded Property. The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that: (A) the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising or acquired; and (aaB) all other assets nothing herein or in the Credit Agreement or Pledge Agreement is to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Software, General Intangibles, Trademarks or Trademark Licenses; and (C) the Collateral does not include Software that is not owned by the Grantors that is not material or licenses pursuant to which Grantors license such ObligorSoftware that by their terms prohibit Grantor from granting a security interest therein.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lendersholders of the Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Money; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); 2 hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; ; (m) all Instruments; ; (n) all Inventory; ; (o) all Investment Property; ; (p) all Letter-of-Credit Rights; ; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; ; (s) all Patent Licenses; ; (t) all Patents; Pledged Equity; (u) all Software; ; (v) all Supporting Obligations; ; (w) all Trademark Licenses; Trademarks; (x) all Trademarks; Trademark Licenses; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, books and records related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in of the collection thereof or realization thereupon; foregoing; and (z) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property and the term “Collateral” shall not include any Excluded Property. The Obligors and the Collateral Agent, on behalf of the holders of the Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentSecured Party, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or hereafter owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; currency; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); hereto; (e) all Copyright Licenses; Copyrights; (f) all Copyrights; Copyright Licenses; (g) all Deposit Accounts; ; (h) all Documents; ; (i) all Equipment; ; (j) all Fixtures; ; (k) all General Intangibles; ; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Software; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained in any Loan Document, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include, any (aai) all Excluded Property, and (ii) General Intangible, permit, lease, license, contract or other assets Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Secured Party, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Instruments; (l) all Goods; Inventory; (m) all Instruments; Investment Property; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (o) all Money; (p) all Patents; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patent Licenses; (r) all Payment Intangibles; Pledged Equity; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Trademarks; (v) all Supporting Obligations; Trademark Licenses; and (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby pledges, assigns, mortgages, charges and grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Obligations, as and by way of a fixed and specific mortgage and charge, and grants to the Administrative Agent, for the benefit of the holders of the Obligations, a continuing security interest in, and a right to set off against, all of its present and after-acquired undertaking, property and assets, including, without limiting the foregoing, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”): "): (a) all Accounts; , rents, debts, demands and choses in action that are due, owing or accruing due, and all claims of any kind that it has, including claims against the Crown and claims under insurance policies; (b) all cash, Money, currency and cash and Cash Equivalents; equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); all Deposit Accounts; (e) all Copyright Licenses; Documents of Title; (f) all Copyrights; Equipment; (g) all Deposit Accounts; Financial Assets; (h) all Documents; fixtures; (i) all Equipment; Goods; (j) all Fixtures; Instruments; (k) all General Intangibles; ; (l) all Goods; Intellectual Property and Intellectual Property Licenses; (m) all Instruments; Inventory; (n) all Inventory; Investment Property, including shares, stock, warrants, bonds, debentures, debenture stock and other Securities (in each case whether evidenced by a Security Certificate or an Uncertificated Security) and Security Entitlements, Securities Accounts, Futures Contracts and Futures Accounts; (o) all Investment Property; Pledged Equity; (p) all Letter-of-Credit Rights; books and records pertaining to the Collateral; and (q) all Material Contracts parts, components, renewals, substitutions and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products replacements of any and all of the foregoing; and , all attachments, accessories and increases, additions and Accessions of any and all of the foregoing and all Proceeds of any and all of the foregoing, including property in any form derived directly or indirectly from any dealing with such property. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include, (aai) Excluded Property, (ii) Consumer Goods, or (iii) United States "intent-to-use" applications to register any trademark or service ▇▇▇▇ ▇▇▇▇▇ to the filing and acceptance by the USPTO under applicable Law of a verified statement of use or amendment to allege for such trademark or service mark, but only to the extent that, and solely during the period if any in which, the grant of security interest therein would impair the validity or enforceability of such "intent-to-use" trademark applications (or the resulting trademark registrations). The Grantors and the Administrative Agent, on behalf of the holders of the Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (A) constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising and (B) is not construed as an assignment of any Intellectual Property. Notwithstanding anything in this Agreement to the contrary, (i) neither creation or perfection of pledges of or security interests in, nor the obtaining of legal opinions or other deliverables with respect to, particular assets of any Grantor shall be required, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (ii) Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Fourth Amendment Effective Date, (iii) no perfection actions shall be required with respect to motor vehicles and other assets subject to certificates of title and (iv) in no event shall notices be required to be sent to contractual third parties prior to an enforcement event following the occurrence and continuation of an Event of Default. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any Grantor where it determines that such Obligoraction cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. Each Grantor agrees that the holders of the Obligations have given value and that the security interests created by this Agreement are intended to attach (a) with respect to Collateral that is now in existence, upon execution of this Agreement, and (b) with respect to Collateral that comes into existence in the future, upon such Grantor acquiring rights in the Collateral or the power to transfer rights in the Collateral to the Administrative Agent. In each case, the parties do not intend to postpone the attachment of any security interests created by this Agreement. For the avoidance of doubt, no control agreements with respect to Deposit Accounts or Securities Accounts are required.

Grant of Security Interest in the Collateral. (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”"): (ai) all Accounts; (bii) all cash and Cash Equivalents; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(a)(iv) attached hereto (as such Schedule may be updated from time to time by the Obligorssuch Obligor); (ev) all Copyright Licenses; (fvi) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (lxii) all Goods; (mxiii) all Instruments; (nxiv) all Inventory; (oxv) all Investment Property; (pxvi) all Letter-of-Credit Rights; (qxvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “"Assigned Agreements”"), including without limitation, (iA) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (iiB) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iiiC) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (ivD) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (rxviii) all Payment Intangibles; (sxix) all Patent Licenses; (txx) all Patents; (uxxi) all Trademark Licenses; (xxii) all Trademarks; (xxiii) all Securities Accounts; (xxiv) all Software; (vxxv) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yxxvi) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvii) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxviii) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and. (aab) Notwithstanding the foregoing the Collateral shall not include any Government Contract or other contractual agreement or other instrument, which by its terms or applicable law may not be assigned, it being understood, however, that in such situations, the Administrative Agent's security interest shall include (i) except as prohibited by law or pursuant to such contractual agreement or instrument, the entirety of each Obligor's right, title and interest in and to all Accounts, Payment Intangibles and other Proceeds directly or indirectly arising from such Government Contract or other contractual agreement, and (ii) except as set forth pursuant to such contractual agreement or instrument, all other assets rights and interests that any Obligor may lawfully convey to the Administrative Agent. The rights and remedies of the Administrative Agent with respect to any Government Contract or other contractual agreement that it has been granted a security interest in pursuant to the terms of this Section 2 and the obligations of the Obligors under this Security Agreement shall at all times be subject to any confidentiality and secrecy requirements imposed by any Governmental Authority or set forth in such ObligorGovernment Contract or other contractual agreement. (c) The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain all Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); Claims; (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents; (g) all Deposit Accounts; Equipment; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Intellectual Property; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Payment Intangibles; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Pledged Equity; (r) all Payment Intangibles; Securities Accounts; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Vehicles; (v) all Supporting Obligations; books and records pertaining to the Collateral; (w) all Trademark Licenses; (x) Accessions and all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and foregoing and (aax) all other assets personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) Excluded Property, (ii) Excluded Accounts, (iii) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under Applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such Obligorintent-to-use trademark applications under Applicable Law; provided that upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (x) any such limitation described in the foregoing clause (iii) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other Applicable Law (including Debtor Relief Laws) or principles of equity and (y) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any Applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, (a) each Obligor Guarantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):hereafter: (ai) all Accounts; (bii) all cash and Cash Equivalentscurrency; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain all Commercial Tort Claims of such Obligor set forth Claims, including those identified on Schedule 2(d) 2 attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (ev) all Copyrights; (vi) all Copyright Licenses; (f) all Copyrights; (gvii) all Deposit Accounts; (hviii) all Documents; (iix) all Equipment; (jx) all Fixtures; (kxi) all General Intangibles; (l) all Goods; (mxii) all Instruments; (nxiii) all Inventory; (oxiv) all Investment Property; (pxv) all Letter-of-Credit Rights; (qxvi) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (rxvii) all Patent Licenses; (xviii) all Software; (xix) all Supporting Obligations; (xx) all Trademarks; (xxi) all Trademark Licenses; (xxii) all domain names; (xxiii) all Goods; (xxiv) all Payment Intangibles; (sxxv) all Patent Licenses;other personal property of such Grantor of whatever type or description; and (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zxxvi) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing. and (b) ▇▇▇▇▇▇▇ Entertainment Company hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter, in each case to the extent the same is attached to, contained in, related to, arising from or used in connection with the operation, ownership, maintenance, construction, development or marketing of or otherwise in connection with any one or more of the Borrowing Base Properties: (i) all Copyrights; (ii) all Copyright Licenses; (iii) all Patents; (iv) all Patent Licenses; (v) all Software; (vi) all Supporting Obligations; (vii) all Trademarks; (viii) all Trademark Licenses; and (aaix) to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing. The property listed in clauses (a)(i)-(xxvi) and (b)(i)-(ix) above shall be collectively referred to as the “Collateral”. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not (A) extend to any Property that is subject to a Lien securing purchase money Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property, (B) extend to any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligorlease, license or contract or by law and would result in the termination of such lease, license or contract, but only to the extent that (1) after reasonable efforts, consent from the relevant party or parties has not been obtained, (2) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity, and (3) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and (C) extend to any vehicles owned by any Grantor that are subject to certificates of title. The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment or license of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment acceleration or otherwise, of the Secured Obligations, each Obligor the Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Agents and the Lenders, a continuing security interest in, lien on, pledge of, collateral assignment of, and a right to set set-off against, any and all right, title and interest of such Obligor the Grantor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):hereafter: (a) all Accounts, including all credit enhancements therefor; (b) all cash and money, cash, Cash Equivalents, securities, and other property of any kind held directly or indirectly by any Agent or any Lender; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all Contracts; (e) all Copyright LicensesDeposit Accounts, credits, and balances with and other claims against any Agent or any Lender or any of their Affiliates or any other financial institution with which the Grantor maintains deposits, including any Payment Accounts; (f) all CopyrightsDocuments; (g) all Deposit AccountsEquipment; (h) all DocumentsFixtures; (i) all EquipmentGeneral Intangibles (including, without limitation, Payment Intangibles, Intercompany Accounts, and Software); (j) all FixturesInstruments; (k) all General IntangiblesInventory; (l) all GoodsInvestment Property; provided that with respect to any Voting Stock of any Foreign Subsidiary (the "more than (50.0%)" ownership test for the definition of a Foreign Subsidiary to be based solely upon the direct ownership by Grantor without regard to any indirect ownership attributable to Grantor) other than Cougar, the amount of such Voting Stock of such Foreign Subsidiary (the "more than (50.0%)" ownership test for the definition of a Foreign Subsidiary to be based solely upon the direct ownership by Grantor without regard to any indirect ownership attributable to Grantor) included in the Collateral shall be limited to the maximum amount thereof that is less than or equal to 65% of the issued and outstanding Voting Stock of such Foreign Subsidiary; provided further that with respect to the Voting Stock of Cougar, the pledge and security interest granted herein shall attach only upon approval of the pledge by the Financial Services Commission of the Turks and Caicos Islands, British West Indies; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Supporting Obligations and Letter-of-Credit Rights; (qn) all Material Contracts and Goods; (o) all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified Commercial Tort Claims from time to time (collectively, disclosed to the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or Collateral Agent pursuant to the Assigned Agreements, (iiSections 2.4(j) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder2.5(m); (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (yp) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor the Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zq) all accessions to, substitutions for, and replacements and products of any of the foregoing; and (r) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing; and , including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, together with the Real Estate covered by each Mortgage (aa) if any), all equity interests in Subsidiaries pledged to the Collateral Agent and all other assets property of such Obligorthe Grantor in which the any Agent or any Lender may at any time be granted a Lien as collateral for the Secured Obligations, is herein collectively referred to as the "Collateral".

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”"): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such the Obligors in which an Obligor is the claimant set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) the Insurance Account and all Inventorycash deposited therein from time to time; (o) all Investment PropertyInventory; (p) all Investment Property (subject to the percentage restrictions described in Section 2 of the Pledge Agreement); (q) all Letter-of-Credit Rights; (qr) the U.S. Lockbox Accounts, the Wachovia Clearing Account, the Wachovia Account and any replacement or successor accounts relating thereto; (s) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “"Assigned Agreements”"), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (st) all Patent Licenses; (tu) all Patents; (uv) all Software; (vw) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all Trademark Licenses; (z) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zaa) all other personal property of any kind or type whatsoever owned by such Obligor; and (bb) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing. The Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising, (ii) is not to be construed as an assignment or sale of any Intellectual Property or a right to use any Intellectual Property unless and until an Event of Default shall have occurred and be continuing and (iii) shall not include any specific contract rights to the extent the granting of a security interest therein is prohibited by or would constitute a default under any agreement or document related thereto (so long as such agreement is otherwise permitted under the Credit Agreement) (but only to the extent such prohibition is enforceable under applicable law); and (aa) all other assets provided, however, that in no event, shall this provision have the effect of limiting the "blanket" lien nature of the foregoing granting clause except with respect to any such Obligorspecific contract rights.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash cash, currency and Cash Equivalents; ; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); ; (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d5.20(d) attached hereto to the Credit Agreement (as such Schedule may be updated from time to time by in accordance with the ObligorsCredit Agreement); ; (e) all Copyright Licenses; Deposit Accounts; (f) all Copyrights; Documents; (g) all Deposit Accounts; Equipment; (h) all Documents; Fixtures; (i) all Equipment; General Intangibles; (j) all Fixtures; Goods; (k) all General Intangibles; Instruments; (l) all Goods; Intellectual Property and Intellectual Property Licenses; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Payment Intangibles; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Pledged Equity; (r) all Payment Intangibles; Securities Accounts; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; books and records pertaining to the Collateral; (v) all Supporting Obligations; (w) Accessions and all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and foregoing and (aaw) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include, (i) Excluded Property or (ii) United States “intent-to-use” applications to register any trademark or service ▇▇▇▇ ▇▇▇▇▇ to the filing and acceptance by the USPTO under applicable Law of a verified statement of use or amendment to allege for such trademark or service mark, but only to the extent that, and solely during the period if any in which, the grant of security interest therein would impair the validity or enforceability of such “intent-to-use” trademark applications (or the resulting trademark registrations). The Grantors and the Administrative Agent, on behalf of the holders of the Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (A) constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising and (B) is not construed as an assignment of any Intellectual Property. Notwithstanding anything in this Agreement to the contrary, (i) neither creation or perfection of pledges of or security interests in, nor the obtaining of legal opinions or other deliverables with respect to, particular assets of any Grantor shall be required, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such Obligorpledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (ii) Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Fourth Amendment Effective Date, (iii) no perfection actions shall be required with respect to motor vehicles and other assets subject to certificates of title and (iv) in no event shall notices be required to be sent to contractual third parties prior to an enforcement event following the occurrence and continuation of an Event of Default. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of doubt, no control agreements with respect to Deposit Accounts or Securities Accounts are required.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) 2 attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (xv) all Trademarks;other personal property of such Grantor of whatever type or description; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (aai) all any Property that is subject to a Lien securing purchase money Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property, (ii) any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligor.lease, license or contract or by law and would result in the termination of such lease, license or contract, but only to the extent that (A) after reasonable efforts, consent from the relevant party or parties has not been obtained and

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all Accounts; ; (b) all cash and Cash Equivalents; Chattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d2(c) attached hereto hereto; (as such Schedule may be updated from time to time by the Obligors); d) all Copyrights; (e) all Copyright Licenses; ; (f) all Copyrights; Deposit Accounts; (g) all Deposit Accounts; Documents; (h) all Documents; Equipment; (i) all Equipment; Fixtures; (j) all Fixtures; General Intangibles; (k) all General Intangibles; Goods; (l) all Goods; Instruments; (m) all Instruments; Inventory; (n) all Inventory; Investment Property; (o) all Investment Property; (p) all Letter-of-Credit Rights; ; (p) all Money; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; Patents; (r) all Payment Intangibles; Patent Licenses; (s) all Patent Licenses; Pledged Equity; (t) all Patents; Software; (u) all Software; Supporting Obligations; (v) all Supporting Obligations; Trademarks; (w) all Trademark Licenses; ; and (x) all Trademarks; (y) Accessions and all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to Excluded Property. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt --------------------------------------------- payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment acceleration or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”):"): ---------- (a) all Accounts; (b) all cash and Cash EquivalentsEquivalents maintained on deposit with the Administrative Agent or any other Lender; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)all Copyrights; (e) all Copyright LicensesLicenses but only to the extent that such a pledge is permitted and not otherwise prohibited thereunder; (f) all Copyrights; (g) all Deposit Accounts; (hg) all Documents; (ih) all Equipment; (ji) all Fixtures; (j) all General Intangibles but only to the extent that such a pledge is permitted and not otherwise prohibited thereunder; (k) all General IntangiblesInstruments; (l) all GoodsInventory; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (n) all Patents; (o) all Patent Licenses but only to the extent that such a pledge is permitted and not otherwise prohibited thereunder; (p) all Letter-of-Credit RightsTrademarks; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant Trademark Licenses but only to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements extent that such a pledge is permitted and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and not otherwise exercise all remedies prohibited thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;; and (zs) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing; and . The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (aai) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (xv) all Trademarks;other personal property of such Grantor of whatever type or description; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zw) to the extent not otherwise included, all, Accessions, all Accessions and all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to the following (aathe “Excluded Property”): (i) all any Property that is subject to a Lien permitted under Section 8.01(i) or Section 8.01(b) pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property and (ii) any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligorlease, license or contract or by law and would result in the termination of, or any claim for damages or the availability of any other remedial action under, such lease, license or contract, but only to the extent that such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity. Each Grantor and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured ObligationsObligations (as defined in Section 4 hereof), each Obligor Credit Party hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Credit Party in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”"COLLATERAL"): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor Credit Party set forth on Schedule 2(dSCHEDULE 2(C) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademarks; (u) all Trademark Licenses; (x) all Trademarks; (yv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor Credit Party or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zw) all other personal property of any kind or type whatsoever owned by such Credit Party; and (x) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest contained herein shall not extend to, and the Collateral shall not include, any Chattel Paper and General Intangibles which are now or hereafter held by a Credit Party as licensee, lessee or otherwise, to the extent that (a) such Chattel Paper and General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, (b) such consent has not been obtained and (c) with respect to any material contract of a Credit Party, a commercially reasonable effort has been made to obtain such consent; and PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the Collateral shall include, (aai) any and all other assets proceeds of such ObligorChattel Paper and General Intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (ii) upon any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded Chattel Paper or General Intangibles being obtained, thereafter such Chattel Paper or General Intangibles as well as any and all proceeds thereof that might theretofore have been excluded from such grant of security interest contained herein and the Collateral. The Credit Parties and the Collateral Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any of the Intellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth identified on Schedule 2(d) 2 attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all GoodsInstruments; (m) all InstrumentsInventory; (n) all Inventory; (o) all Investment Property; (po) all Letter-of-Credit Rights; (qp) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (sq) all Patent Licenses; (t) all Patents; (ur) all Software; (vs) all Supporting Obligations; (wt) all Trademark LicensesTrade Secrets; (xu) all Trademarks; (yv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;Trademark Licenses; and (zw) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing; and . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (aai) all any Property that is subject to a Lien securing purchase money Indebtedness permitted under the Agreement pursuant to documents that prohibit such Grantor from granting any other assets Liens in such Property, (ii) any intent-to-use Trademark applications filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted or (iii) any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such Obligorlease, license or contract or by Laws and would result in the termination of such lease, license or contract, but only to the extent that (A) after reasonable efforts, consent from the relevant party or parties has not been obtained and (B) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Laws (including Debtor Relief Laws) or principles of equity. The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the followingpersonal property of such Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Collateral”):") including, without limitation, the following: (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors)hereto; (e) all Copyright LicensesContracts; (f) all Copyrights; (g) all Deposit AccountsCopyright Licenses; (h) all DocumentsDeposit Accounts; (i) all EquipmentDocuments; (j) all FixturesEquipment; (k) all General IntangiblesFixtures; (l) all GoodsGeneral Intangibles; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunderPatents; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (us) all Software; (vt) all Supporting Obligations; (wu) all Trademarks; (v) all Trademark Licenses; (xw) all Trademarks;Accessions; and (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (zx) to the extent not otherwise included, all, Accessions, 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; and provided however, the Collateral shall not include contract rights in any agreement (aai) all other assets the grant of a security interest in which would violate the agreement under which such rights arise except to the extent provided under the UCC, or (ii) to the extent that the pledge or assignment of such Obligoragreement requires the consent of any third party unless such third party has consented thereto except to the extent provided under the UCC. The Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising.