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; 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 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 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 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. (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 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 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. 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 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. 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 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. (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 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. (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. 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 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 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 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, 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 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. (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. 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, (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 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 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 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 or otherwise, of As collateral security for the Secured ObligationsObligations defined below, each Obligor Guarantor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a continuing lien on and security interest in, and a right to set of set-off against, any and acknowledges and agrees that the Lender has and shall continue to have 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 followingGuarantor, 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 Paperthe Revolving Note); (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 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 is represented by, filesarises from, correspondenceor relates to any of the foregoing; (o) Monies, personal property, and interests in personal property of Guarantor of any kind or description now held by Lender or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of Lender, or Lender or affiliate of Lender, 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, and all rights of Guarantor 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 the foregoing and proceeds thereof; all of the foregoing being herein sometimes referred to as the “Collateral”. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted hereunder attach to (a) any lease, license, contract, property rights or agreement to which Guarantor is a party or any of its rights or interests thereunder if and for so long as the grant of such Obligor.security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of Guarantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, (x) that the Collateral shall include, and such security interest shall attach, immediately and automatically at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above and (y) upon request of the Lender, Guarantor will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of the Lender (and to Lender’s enforcement of such security interest) such lease, license, contract, property rights or agreement. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Delaware as in effect from time to time (“UCC”) shall have the same meanings herein as such

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 EquivalentsAs-Extracted Collateral; (c) all Chattel Paper (including Electronic Chattel Paper)Money, cash and currency; (d) all Chattel Paper; (e) 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); (e) all Copyright Licenseshereto; (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 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. 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 anything to the contrary contained herein, the security interests granted under this Security Agreement shall not constitute a grant of a security interest in any Excluded Property or in any of the following property (collectively with the Excluded Property, the “Excluded Assets”): any other property to the extent that and for so long as such grant of a security interest (A) is prohibited by any applicable law or requirement of law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to applicable law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such applicable law or requirement of law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (including without limitation, Section 9-406, 9-407, 9-408 and 9-409 of the UCC); and (aa) all provided, that any proceeds or receivable or any money or other amounts due or to become due under any such contract, license, agreement, instrument or other document or shareholder or similar agreement shall not be deemed excluded from the grant of security interest under this Security Agreement. In addition, the representations and warranties in Section 4 and the covenants in Section 5 with respect to certain assets of such Obligorthe Grantors hereunder will be deemed to apply to only those assets which are not 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 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 “Collateral” shall not include, and 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 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 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(d3(k) attached hereto (as such Schedule may be updated from time to time by the Obligorstime); ; (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 foregoingforegoing and; 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) voting Equity Interests of any “controlled foreign corporation” (as defined in the Code), solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such Obligorcontrolled foreign corporation, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such controlled foreign corporation would result in material adverse tax consequences, (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 Laws, 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 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 Laws (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 Laws, such 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, (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 intent-to-use trademark applications under applicable Laws; 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 or (d) subject to Section 6.16 of the Credit Agreement, (i) Deposit Accounts the balance of which consists exclusively of (A) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Grantors to be paid to the Internal Revenue Service or state or local government agencies with respect to current or former employees of any one or more of the Grantors and (B) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 25 10.3-102 on behalf of or for the benefit of employees of one or more Grantors or amounts used for workers’ compensation and similar expenses of one or more Grantors and (ii) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts, trust accounts and insurance accounts. 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 Parity Lien Obligations, each Obligor hereby grants to the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersParity Lien 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 followingfollowing Property of such Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; Chattel Paper; (b) all cash and Cash Equivalents; Commercial Tort Claims, including those from time to time specifically set forth on Schedule 4(j); (c) all Chattel Paper (including Electronic Chattel Paper); Copyrights owned by such Obligor; (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; ; (e) the PP&E Proceeds Account and any replacement or successor account relating thereto, and all deposits and other sums at any time credited to the PP&E Proceeds Account, including any sums in any blocked or lockbox account or any account into which such sums are swept; (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; Investment Property (m) all Instruments; Patents owned by such Obligor; (n) all Inventory; Patent Licenses; (o) all Investment Property; Software; (p) all Letter-of-Credit Rights; Supporting Obligations; (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; ; (zr) to all Trademarks owned by such Obligor; (s) all Trademark Licenses; (t) all Trade Secrets owned by such Obligor; (u) all Trade Secret Licenses; and (v) all Accessions and all Proceeds (including Accounts or other payment obligations constituting the extent not otherwise included, all, Accessions, Proceeds and products proceeds of Collateral) 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 “Collateral” shall not include, (aai) Excluded Property or (ii) any Working Capital Priority Collateral. Neither the Trustee nor the Collateral Trustee shall have any duty or obligation of any nature whatsoever to determine whether an item is or should be become Collateral hereunder and either of them may conclusively rely on the Obligors’ determination with respect thereto. The security interest created hereby in the Collateral (i) constitutes continuing collateral security for all other assets of such Obligorthe Parity Lien Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present 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 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 EquivalentsChattel Paper; (c) all Chattel Paper (including Electronic Chattel Paper)Copyrights; (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; (ge) 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 PropertyPatents; (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; (sm) all Patent Licenses; (tn) all PatentsTrademarks; (u) all Software; (v) all Supporting Obligations; (wo) 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 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 (zq) to the extent not otherwise included, all, Accessions, all 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 (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 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, without limitation, the following: (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 InventoryInvestment Property (other than such Grantor's ownership interest in any Foreign Subsidiary to the extent not required to be pledged to secure the Obligations pursuant to Section 7.13 of the Credit Agreement); (o) all Investment Property; (p) 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 provided that notwithstanding anything contained in this Security Agreement to the contrary, the security interests granted under this Security Agreement shall not extend to any lease, license or other contract if the grant of a security interest therein in the manner contemplated by this Security Agreement is, under the terms thereof and under applicable law, (aax) prohibited and (y) would result in the termination thereof, unless consent from the relevant party or parties has been obtained and in any case only to the extent that such prohibition is not (or 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 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 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)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 LicensesRegulatory Authorizations; (t) all PatentsSoftware; (u) all Software;Supporting Obligations; 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 Security Agreement shall not extend to (aai) all other any Excluded Property and the representations and covenants set forth herein regarding the assets of the Grantors shall not apply to any such ObligorExcluded 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 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 the 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 the 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; Instruments, including the Pledged Notes; (m) all Instruments; Inventory; (n) all Inventory; Investment Property, including the Pledged Equity; (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 Excluded Property and (b) any lease, license, contract or other assets agreement (other than Intercompany Debt Documents) of the 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 the 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 Obligor 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 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; . Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (i) 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 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 lease, 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 (aaii) 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 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. (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 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) 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 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, without limitation, the following: (a) all Accounts; (b) all cash and Cash Equivalentscurrency; (c) all Chattel Paper (including Electronic Chattel Paperall transponder lease and sublease agreements); (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 EquipmentEquipment (including all satellites and transponders); (j) all Fixtures; (k) all General IntangiblesIntangibles (including, to the extent permitted by applicable law, all FCC licenses); (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 provided that, notwithstanding anything contained in this Security Agreement to the contrary, the security interests granted under this Security Agreement shall not extend to (aai) any property which is subject to a Lien of the type described in clauses (f), (g), (i), (k) and (m) of Section 9.3 of the Credit Agreement pursuant to documents which prohibit such Grantor from granting any other Liens in such property or (ii) any lease, license or other contract if the grant of a security interest therein in the manner contemplated by this Security Agreement is, under the terms thereof and under applicable law, (x) prohibited and (y) would result in the termination thereof, unless consent from the relevant party or parties has been obtained and in any case only to the extent that such prohibition is not (or could not be) rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity. 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 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 other assets 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 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 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 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(d5.21(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; (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) 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 Subject to the DIP Orders, each Obligor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations of such Obligor (collectively, 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 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 CopyrightsDeposit Accounts; (g) all Deposit AccountsDocuments; (h) all DocumentsEquipment; (i) all EquipmentFixtures; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (mk) all Instruments; (nl) 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 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; (tr) all PatentsPledged Equity; (us) all Software; (vt) all Supporting Obligations; (wu) all Trademarks; (v) all Trademark Licenses; (w) immediately and automatically upon Bankruptcy Court authorization of such grant pursuant to the Final DIP Order or otherwise, all proceeds and other property recovered in any Avoidance Action (as defined in the Interim DIP Order); 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 . 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 grants, pledges and assigns 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 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 (i) any property which, subject to the terms of Section 6.09 of the Credit Agreement, is subject to a Lien of the type described in Section 6.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property, (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); 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 assets 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, (iii) any United States trademark application filed on the basis of an Obligor’s intent-to-use such ▇▇▇▇, in each case, unless and until evidence of the use of such Obligortrademark in interstate commerce is submitted to the United States Patent and Trademark Office but only if and to the extent that the granting of a security interest in such application would result in the invalidation of such application or resulting registration, provided, that, to the extent such application is excluded from the Collateral, upon the submission of evidence of use of such trademark to the United States Patent and Trademark Office, such trademark application shall automatically be included in the Collateral, without further action on any party’s part and (iv) 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 (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 AccountsAccounts (including health-care-insurance receiveables); (b) all cash present and Cash Equivalentsfuture Equity Interests; provided that the Collateral shall only include 65% of the voting Equity Interests held by any Grantor in any Excluded Subsidiary and 100% of any non-voting Equity Interests held by any Grantor in any Excluded 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-five percent (65%) of the Voting Equity (as defined in the Pledge Agreement) of any Excluded Subsidiary, including, without limitation, the certificates (or other agreements or instruments) representing such Equity Interests, or any Equity Interests in Noodles Cayman, and (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; 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 the Secured Obligations, each Obligor Credit Party hereby grants to the Administrative Agent, for the ratable benefit of the Agent and 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”"): (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 Credit Parties in which a Credit Party is the claimant or plaintiff set forth on Schedule 2(d) attached hereto hereto, if any, (as such Schedule may be updated from time to time by the ObligorsCredit Parties); (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts, Collection Accounts, Cash Concentration Accounts, Securities Accounts, and all accounts with Valley National Bank or the United Parcel Service maintained in connection with AMC-related contracts, or otherwise, and any replacement or successor accounts relating thereto; (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) to the extent assignable, all Material Contracts and all such other agreements, contracts, leasesleases (excluding Aircraft Lease Agreements and Real Estate leases or usufructs), including, but not limited to, Aircraft Lease Agreements, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligora Credit Party, as such agreements may be amended or otherwise modified from time to time (collectively, the “"Assigned Agreements”"), including including, without limitation, (i) all rights of an Obligor a Credit Party to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor a Credit Party to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor a Credit Party for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor a Credit Party 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 Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (v) all Software; (w) all Spare Parts whether located at a Spare Parts Location or otherwise; (x) all TrademarksSupporting Obligations; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (in each instance, to the extent owned by such Obligor Credit Party or in which it has an assignable 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) all other personal property of any kind or type whatsoever owned by such Credit Party; and (aa) to the extent not otherwise included, all, all Accessions, Proceeds and products of any and all of the foregoing; and . The Credit Parties and the Agent, for itself and 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 the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Intellectual Property. Any of the foregoing to the contrary notwithstanding, the "Collateral" shall not include, and the security interest granted herein shall not attach to, any asset subject to a rule of law, statute or regulation or of an agreement or any general intangible (including a contract, permit, license or franchise) or a Permitted Lien, where the grant of such Obligorsecurity interest would invalidate or constitute a breach or violation of any such rule of law, statute, regulation, 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, 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, agreement or general intangible or Permitted Lien, or if any such rule of law, statute or regulation is no longer applicable, the security interest 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 security interest in and to such asset granted in this Security Agreement is permitted under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC.

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 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; ; (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 (aa) all other assets . Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that an Obligor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Pledged Equity of such Obligor and shall be subject to the terms of this Agreement whether or not Schedule 1 hereto is amended to refer to such additional Capital Stock. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include (collectively, the “Excluded Collateral”): (1) any General Intangible, permit, lease, license, contract or other 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 (i) any such limitation described above 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 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; (2) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed), (3) Equipment owned by any Obligor that is subject to a purchase money Lien or a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation of any other Lien on such Equipment, (4) any asset subject to a Permitted Lien incurred pursuant to Section 9.1(r) of the Credit Agreement, to the extent the grant of a security interest in such asset is prohibited by a contract with a customer of an Obligor with respect to such asset and until the release or termination of the Lien in favor of the lienholder in respect of such asset, (5) Excluded Pledged Equity and (6) any treasury stock of the Borrower or other margin stock (within the meaning of Regulation U issued by the Federal Reserve Board), in each case, unless the Lenders have made any necessary filings with the Federal Reserve Board in connection therewith. Notwithstanding anything to the contrary herein, the Obligors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Collateral (but only for so long as it remains Excluded Collateral). 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 (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 under the Debentures in full when duedue (the "Secured Obligations"), whether by lapse of time, acceleration, mandatory prepayment acceleration or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the LendersDebenture Holders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor 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 Cash and Cash EquivalentsEquivalents maintained on deposit with the Collateral Agent; (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; (he) all Documents; (if) all Equipment; (jg) all Fixtures; (kh) all General Intangibles, including without limitation Contracts; (l) all Goods; (mi) all Instruments; (nj) all Inventory; (ok) all Investment Property; (pl) 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 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; (wm) all Trademark Licenses; (x) all Trademarks; (yn) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor 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;; and (zo) to the extent not otherwise included, all, Accessions, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; and provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (aai) all other assets any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such ObligorProperty or grant of a security interest or lien in such Property. The Grantors and the Collateral Agent, on behalf of the Debenture Holders, 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 Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.

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 acceleration or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the ratable benefit of the LendersHolders, 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: (aaa) all other assets any contract, license, permit or franchise that validly prohibits the creation by the Obligors of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by the Obligors 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 by Sections 9-406, 9-407, 9-408 and 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 Obligors relating thereto unless the contract, license, permit or franchise in question so prohibits; or (b) 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 and except to the extent such prohibition on the creation of a security interest is rendered ineffective under by Sections 9-406, 9-407, 9-408 and 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 Obligors relating thereto unless the law or regulation in question prohibits such extension. The Obligors and the Collateral Agent, on behalf of the Holders, 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 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 Lenderspermitted holders 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 Excluded Property. 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 (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 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(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; (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; (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 property, including, without limitation, all Internet Property Rights, 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, “Collateral” shall not include, and the security interests granted under this Agreement shall not extend to, Excluded Property; provided, that if and when any property shall cease to be Excluded Property, a Lien on and a security interest in such property shall be deemed granted therein and such property 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 owned, licensed or existing or owned, acquiredlicensed, 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; (ge) all Deposit Accounts; (hf) all Documents; (ig) all Device Clearance Applications; (h) all Equipment; (ji) all Fixtures; (kj) all General Intangibles; (k) all Goods; (l) all GoodsGovernmental Approvals; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all IP Rights and licenses thereto; (q) all Letter-of-Credit Rights; (qr) 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; (rs) all Patents; (t) all Payment Intangibles; (su) all Patent LicensesProduct Agreements; (tv) all PatentsProduct Authorizations; (uw) all Regulatory Approvals; (x) all Software; (vy) all Supporting Obligations; (w) all Trademark Licenses; (xz) all Trademarks; (yaa) Technical Information; and (bb) 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 Security Agreement shall not extend to (aax) any Excluded Property or (y) any Pledged Collateral (as defined in any U.S. 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 Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any IP 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 the 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 the 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) Accounts and all cash and Cash Equivalents; (c) all Supporting Obligations, 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 , Instruments and Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements Rights in respect thereof or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time relating thereto (collectively, the “Assigned AgreementsReceivables”); (b) all cash, currency and Cash Equivalents; (c) all Deposit Accounts; (d) all Pledged Equity; (e) all Securities Accounts and all Financial Assets maintained in such Securities Accounts; (f) all Investment Property, including without limitation, limitation all REPO Fund Assets; (ig) all rights of an Obligor to receive moneys due books and to become due under or pursuant records pertaining to the Assigned Agreements, Collateral; and (iih) 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. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to: (i) any Receivable of the Grantor to the extent the grant of a security interest in such Receivable 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 the Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); and provided, that (aaA) any such limitation described in the foregoing clause 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 (B) 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, Receivable, 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 Receivable shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder; (ii) any Excluded Account; (iii) assets and personal property for which a pledge thereof or a security interest therein is prohibited by applicable Laws; or (iv) any minority interest in equity securities (other than REPO Fund Assets) or (v) upon the written request of the Grantor, assets to which the cost of obtaining a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, as determined by the Administrative Agent in its reasonable discretion in consultation with the Grantor (collectively, the “Excluded Assets”) The Grantor 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 other assets of such Obligorthe 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 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 the followingall personal property of such Grantor 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; (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 . \ Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement and the provisions hereof shall not extend to any Excluded 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 (aa1) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising, and (2) 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 (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 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”"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 Fixtures; (k) all General Intangibles; (lk) all Goods; (ml) all Instruments; (nm) all Inventory; (on) all Investment Property; (po) all Letter-of-Credit RightsPatents; (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 PatentsTrademarks; (u) all Software; (v) all Supporting Obligations; (wr) all Trademark Licenses; (x) all Trademarks; (ys) 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; (zt) all other personal property of any kind or type whatsoever owned by such Obligor; and (u) to the extent not otherwise included, all, Accessions, all Proceeds 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: (aaa) 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; 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 (b) 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; 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 (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 Intellectual 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 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, 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) 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 Subject to the terms of the Subordination Agreements, 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 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, 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 3(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 DocumentsDomain Names; (i) all EquipmentDrug or Device Applications; (j) all Equipment; (k) all Fixtures; (kl) all General Intangibles; (lm) all Goods; (mn) all Governmental Licenses; (o) all Instruments; (np) all Inventory; (oq) all Investment Property; (pr) all IP Rights; (s) all Letter-of-Credit Rights; (qt) 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; (ru) all Patents; (v) all Patent Licenses; (w) all Payment Intangibles; (sx) all Patent LicensesPledged Shares; (ty) all PatentsProprietary Databases; (uz) all Proprietary Software; (aa) all Software; (vbb) all Supporting Obligations; (wcc) all Trademarks; (dd) all Trademark Licenses; (xee) all TrademarksTrade Secrets; (yff) 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 thereuponWebsites; (zgg) to all Website Agreements; (hh) the extent not otherwise included, all, Accessions, ERC Claim; and (ii) all Accessions and all Proceeds and products of any and all of the foregoing; and (aa) all other assets . Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Grantor may from time to time hereafter deliver additional Equity Interests to the Collateral Agent or Madryn, as applicable, as collateral security for the Obligations. Upon delivery to the Collateral Agent or Madryn, as applicable, such additional Equity Interests shall be deemed to be part of the Pledged Shares of such ObligorGrantor and shall be subject to the terms of this Agreement whether or not Schedule 3(a) is amended to refer to such additional Equity Interests. The Grantors 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 Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any IP 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 the Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing first priority security interest inin and lien on, and a right to set off against, any and all right, title and interest of such Obligor the Debtor 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; (ciii) all Chattel Paper (including Electronic Chattel Paper); (div) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto VII (as such Schedule may be updated from time to time by the ObligorsDebtor); (ev) all Copyright Licenses; (fvi) all Copyrights; (gvii) all Deposit AccountsAccounts set forth on Schedule VI (as such Schedule may be updated from time to time by the Debtor); (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 Obligorthe Debtor, 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 Debtor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor the Debtor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor the Debtor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor the Debtor 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 the Debtor 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 the Debtor; and (xxvii) to the extent not otherwise included, all, all Accessions, Proceeds and products Products of any and all of the foregoing; and (aa) . The Debtor and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes a continuing collateral security interest for all other assets of such Obligorthe 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 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 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 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 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 (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 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 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 Copyrights; Copyright 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; (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 IntangiblesSoftware; (s) all Patent Licenses; Supporting Obligations; (t) all PatentsTrademarks; (u) all Software; (v) all Supporting Obligations; (w) 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. 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 (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 Licenses; (f) all Copyrights; (g) all Deposit Accounts; (hf) all Documents; (ig) all Equipment; (jh) all Fixtures; (ki) all General IntangiblesIntangibles (including Patents, Trademarks (including the goodwill associated therewith) and Copyrights and applications for any of the foregoing); (lj) all GoodsInstruments, including without limitation the Instruments evidencing the Indebtedness 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 Instruments evidencing the Indebtedness; (m) 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 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, and (iii) any Deposit Account and the related Cash therein that is pledged to Wachovia Bank, National Association as collateral for the reimbursement obligations of the Borrower in regards to the Wachovia Letters of Credit. 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 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 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); (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, 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 (aai) constitutes continuing collateral security for all other assets 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. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that an Obligor may from time to time hereafter deliver additional Capital Stock to the Collateral Agent as collateral security for the Secured Obligations. Upon delivery to the Collateral Agent, such additional Capital Stock shall be deemed to be part of the Pledged Equity of such ObligorObligor and shall be subject to the terms of this Agreement whether or not Schedule 1(b) is amended to refer to such additional Capital Stock.

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, 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; 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 Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (aax) constitutes continuing collateral security for all other assets of such Obligorthe Secured Obligations, whether now existing or hereafter arising, and (y) 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 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; [Bluegreen] Second Amended and Restated Security Agreement #70184708 (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 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(d5.21(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; (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 (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 CHL:82678.6 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. (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 Agent and 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 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 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. (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 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); (l) 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 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 acceleration or otherwise, of the Secured ObligationsObligations (as defined in Section 3 hereof), each Obligor Credit Party 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 Credit Party in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”"COLLATERAL"): (a) All equipment, including, without limitation, all Accountsvehicles, rolling stock, 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, including, without limitation, all rents and tenant payments, if any; (c) All inventory, including, without limitation, all Chattel Paper (including Electronic Chattel Paper)raw materials, all work in process and all goods held by a Credit Party for sale or lease; (d) those certain Commercial Tort Claims All 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 Obligora Credit Party, 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 a Credit Party to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor a Credit Party to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor a Credit Party for damages arising out of or for breach of or default under the Assigned Agreements Agreements, and (iv) the right of an Obligor a Credit Party 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 each Credit Party, all Patentsrights in litigation of each Credit Party presently or hereafter pending for any cause or claim (whether in contract, tort or otherwise), and all judgments of each Credit Party 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 cards, files, correspondence, computer programs, tapes, disks, software and related data processing software (owned by such Obligor other similar writings 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 thereuponof each Credit Party's business; (zi) to the extent not otherwise includedAll Copyrights, allCopyright Licenses, AccessionsPatents, Proceeds Patent Licenses, Trademarks, Trademark Licenses, proprietary information, designs, processes, inventions, know-how and products of any trade secrets and all actions of infringement, including the right to sue for and to recover and retain all damages and profits arising from past infringements of a Credit Party concerning any 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 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 (including Electronic Chattel Paper)Commercial Tort Claims now or hereafter 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 Confidential Information; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all EquipmentDomain Names; (j) all Drug Applications; (k) all Equipment; (l) all Fixtures; (km) all General Intangibles; (ln) all Goods; (mo) all Governmental Licenses; (p) all Instruments; (nq) all Inventory; (or) all Investment Property; (ps) all IP Rights; (t) all Letter-of-Credit Rights; (qu) 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; (rv) all Other Intellectual Property; (w) all Other IP Agreements; (x) all Patents; (y) all Patent Licenses; (z) all Payment Intangibles; (saa) all Patent LicensesProprietary Databases; (tbb) all PatentsProprietary Software; (ucc) all Software; (vdd) all Supporting Obligations; (wee) all Trademarks; (ff) all Trademark Licenses; (xgg) all TrademarksTrade Secrets; (yhh) 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 thereuponWebsites; (zii) to the extent not otherwise included, all, Accessions, all Website Agreements; and (jj) 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 any Excluded Property and the term “Collateral” (and each component definition thereof) shall, for the avoidance of doubt, be deemed to exclude any Excluded Property; and provided, however, that, Excluded Property shall not include any Proceeds, products, substitutions or replacements of any Excluded Property (aaunless such Proceeds, products, substitutions or replacements would themselves constitute Excluded 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 Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, IP Rights, Other Intellectual Property or Other IP Agreements. Each Grantor may have entered into other assets Collateral Documents governed under laws other than that of the State of New York. Nothing herein is intended to replace, amend or modify any security granted under such Collateral Documents or the terms of such ObligorCollateral Documents and the security granted herein and the terms herein shall in all respects be read to supplement the security grant and the terms presented under such Collateral Documents. For the avoidance of doubt, if there is a contradiction in any provision herein and any provision in such other Collateral Documents, (a) Administrative Agent shall make a determination in its reasonable judgment with respect to what jurisdiction the Collateral covered by such provisions is situated or deemed to be situated and (b) the provisions in the Collateral Documents of that jurisdiction shall control. Without limiting the immediately preceding paragraph, but notwithstanding any other provision herein, to the extent there is a conflict between this Security Agreement and any Collateral Document to which a Grantor not organized in the United States is a party, the representations and covenants given by any such Grantor herein, including in respect of any of its Collateral (whether by reference to a specific class, category or otherwise thereof), shall only apply to and in respect of its Collateral that is situated or deemed to be situated in the United States.

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 defined below (and, to the extent provided in Section 15, the 2029/2032 Notes Obligations), each Obligor Debtor hereby grants to the Administrative AgentCollateral Agent for the benefit of the Secured Parties (and, to the extent provided in Section 15, for the ratable benefit of the Lenders2029/2032 Notes 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 (and, to the extent provided in Section 15, for the benefit of the 2029/2032 Notes 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 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 followingall personal property and fixtures of each Debtor, whether now owned or existing or ownedhereafter created, acquiredacquired or arising, or arising hereafter (collectively, including 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 the foregoing and proceeds thereof; all of the foregoing being herein sometimes referred to as the “Collateral”. All 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 (“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 Agreement, the term “Receivables” means all rights to the payment of a

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, 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)all Confidential Information; (e) all Copyright LicensesCopyrights; (f) all CopyrightsCopyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all EquipmentDomain Names; (j) all Drug Applications; (k) all Equipment; (l) all Fixtures; (km) all General Intangibles; (ln) all Goods; (mo) all Governmental Licenses; (p) all Instruments; (nq) all Inventory; (or) all Investment Property; (ps) all IP Rights; (t) all Letter-of-Credit Rights; (qu) 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; (rv) all Other Intellectual Property; (w) all Other IP Agreements; (x) all Patents; (y) all Patent Licenses; (z) all Payment Intangibles; (saa) all Patent LicensesProprietary Databases; (tbb) all PatentsProprietary Software; (ucc) all Software; (vdd) all Supporting Obligations; (wee) all Trademarks; (ff) all Trademark Licenses; (xgg) all TrademarksTrade Secrets; (yhh) 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 thereuponWebsites; (zii) to the extent not otherwise included, all, Accessions, all Website Agreements; and (jj) 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 (i) any Excluded Property, (ii) any Pledged Collateral (as defined in the Pledge Agreement) and (iii) 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); and provided that (aaa) 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 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, Trademark Licenses, IP Rights, Other Intellectual Property or Other IP Agreements.

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 grants, assigns and pledges to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing security interest in, Lien on, 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 and wherever located (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 to the Credit Agreement or otherwise disclosed pursuant hereto (as such Schedule may be updated from time or to time by the Obligors); Credit Agreement; (e) all Copyright Licenses; Deposit Accounts and Commodities Accounts and other banks accounts and, in each case, all deposits, Securities Entitlements or Financial Assets therein; (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 and all deposits, Securities Entitlements or Financial Assets therein; (s) all Patent Licenses; Software; (t) all Patents; Supporting Obligations; (u) all Software; Vehicles and Railcars; (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, and the following shall not constitute Collateral: (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 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.