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 Grantor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Secured Creditors, 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 (collectively, the “Collateral”): all Accounts; [Reserved]; all Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d) attached hereto; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Patents; all Patent Licenses; all Software; all Supporting Obligations in respect of other Collateral; all Trademarks; all Trademark Licenses; and to the extent not otherwise included, Accessions and all Proceeds 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 lease, license or other contract, or any other right thereunder, if the grant of a security interest in such lease, license or contract or right thereunder in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license, contract or right or by law or would result in the termination of such lease, license, or contract or right, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including any Debtor Relief Laws) and provided that in the event of the termination or elimination of any such prohibition to the extent sufficient to permit any such item to become Collateral hereunder, a security interest in such lease, license or contract or right thereunder shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateral. The Grantors and the Administrative Agent, on behalf of the Secured Creditors, 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 a present assignment of title to 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 Grantor hereby grants, pledges and assigns grants to the Administrative Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in, and a right to set-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 (collectively, the “Collateral”): (a) all AccountsPledged Equity; [Reserved]; (b) all Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d) attached hereto; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Patents; all Patent Licenses; all Software; all Supporting Obligations in respect of other books and records pertaining to the Collateral; all Trademarks; all Trademark Licenses; and to the extent not otherwise included, Accessions and (c) all Proceeds and products of any and all of the foregoing. Notwithstanding anything ; provided, that, if any such pledge with respect to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to Equity Interests in any Foreign Subsidiary (i) any Excluded Property, would reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United Stated parent; or (ii) would reasonably be expected to cause any leasematerial adverse tax consequences for any of the Grantors or their Subsidiaries, license or other contract, or any other right thereunder, then the foregoing pledge requirement shall be limited to the pledge of the maximum amount of voting and/or non-voting Equity Interests (if the grant of a security interest in such lease, license or contract or right thereunder in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license, contract or right or by law or any) that would reasonably be expected to not result in the termination of or cause such lease, license, or contract or right, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any deemed dividend and/or other applicable law (including any Debtor Relief Laws) and provided that in the event of the termination or elimination of any such prohibition to the extent sufficient to permit any such item to become Collateral hereunder, a security interest in such lease, license or contract or right thereunder shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateralmaterial adverse tax consequences. The Grantors and the Administrative Agent, on behalf of the Secured CreditorsParties, 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 a present assignment of title to any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesarising.

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 Grantor hereby grants, pledges and assigns grants to the Administrative Agent, for the benefit of the Secured Creditorsholders of the Obligations, a continuing security interest in, and a right to set-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 (collectively, the “Collateral”): (a) all Accounts; [Reserved]; all Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d(b) attached hereto; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; (c) all Inventory; all Investment Property; all Letter-of-Credit Rights; all Patents; all Patent Licenses; all Software; all Supporting Obligations in respect of other Collateral; all Trademarks; all Trademark Licenses; and to the extent not otherwise included, Accessions and (d) all Proceeds 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 to, and the Collateral shall not include, Excluded Property, (ii) any lease, license or other contract, or any other right thereunder, if the grant of a security interest in such lease, license or contract or right thereunder in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license, contract or right or by law or would result in the termination of such lease, license, or contract or right, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including any Debtor Relief Laws) and provided that in the event of the termination or elimination of any such prohibition to the extent sufficient to permit any such item to become Collateral hereunder, a security interest in such lease, license or contract or right thereunder shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateral. The Grantors and the Administrative Agent, on behalf of the Secured Creditorsholders 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 Secured Obligations, whether now existing or hereafter arising arising. Notwithstanding anything in this Agreement to the contrary, (i) neither creation or perfection of pledges of or security interests in, nor the obtaining of legal opinions or other deliverables with respect to, particular assets of any Grantor shall be required, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (ii) is not Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Third Restatement Date, (iii) no perfection actions shall be required with respect to motor vehicles and other assets subject to certificates of title and (iv) in no event shall notices be required to be sent to contractual third parties prior to an enforcement event following the occurrence and continuation of an Event of Default. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any Grantor where it determines that such action cannot be construed as a present assignment accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of title to any Copyrightsdoubt, Copyright Licenses, Patents, Patent Licenses, Trademarks no perfection actions shall be required other than the filing of UCC financing statements or Trademark LicensesPPSA financing statements.

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 Grantor Obligor hereby grants, pledges and assigns grants to the Administrative Agent, for the benefit of the Secured Creditors, Party a continuing security interest in, and a right to set-set off against, any and all right, title and interest of such Grantor Obligor in and to all of the followingfollowing (to the extent not constituting Excluded Property (as defined herein)), whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all AccountsSubsidiary Equity in whatever form (regardless of whether the same may constitute a Security, General Intangibles or other form of property); [Reserved]; (b) all Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d) attached hereto; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Patents; all Patent Licenses; all Software; all Supporting Obligations in respect books and records, regardless of other Collateral; all Trademarks; all Trademark Licenses; and form, relating to the extent not otherwise included, Accessions Subsidiary Equity; and all Proceeds of any and all of the foregoing. Notwithstanding anything to ; provided, however, that the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (i) any Excluded Property, (ii) any lease, license or other contract, or any other right thereunder, if the foregoing grant of a security interest shall be deemed not to grant a security interest in, nor shall the security interest granted herein attach to, any of the property described below (such property being hereinafter referred to as “Excluded Property”): (i) any Collateral or contracts related thereto 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 that 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 lease, license or contract or right thereunder in the manner contemplated property shall be deemed to be granted by this Security Agreement subject to the condition that the consent of such Governmental Authority is prohibited obtained by the Secured Party prior to foreclosure or exercising its other rights or remedies hereunder as to which such consent is required; (ii) any Collateral or contracts related thereto to the extent that the terms and provisions of a written agreement, document or instrument creating or evidencing such property or any rights relating thereto (including the financing thereof or the grant of a Lien therein, in each case to the extent permitted by the Credit Agreement) 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 lease, license, contract or right or by law or would result in property upon the termination granting of such lease, license, or contract or right, but only a security interest therein (other than to the extent that any such prohibition is not requirement or restriction would be rendered ineffective pursuant to the UCC or any other applicable law Law (including any Debtor Relief Laws)), 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 Secured Party prior to foreclosure or exercising of its other rights or remedies hereunder as to which such consent is required; (iii) the Equity Interests of Premier Group Insurance Company, a Tennessee corporation, and provided Premier Plus Insurance Company, Ltd., an exempted company incorporated in the Cayman Islands with limited liability; and (iv) any Equity Interests of Foreign Subsidiaries that in do not constitute Subsidiary Equity. In the event of the termination or elimination of any such 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 such item 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 lease, license or contract or right thereunder 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 Secured Party and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateralhereunder. The Grantors Obligors and the Administrative Agent, on behalf of the Secured Creditors, Party 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 a present assignment of title to any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesarising.

Grant of Security Interest in the Collateral. To Each Grantor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured ObligationsObligations of such Grantor, each Grantor hereby grants, pledges and assigns grants to the Administrative Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in, and a right to set-off against, in 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 (collectively, the “Collateral”): (a) all Accounts; [Reserved]; , all Payment Intangibles that arise from the provision of property and/or services, and any Instruments and Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d) attached hereto; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Patents; all Patent Licenses; all Software; all Supporting Obligations in respect of other Collateral; all Trademarks; all Trademark Licenses; and to the extent not otherwise includedthey evidence an Account Debtor’s payment obligations with respect to such Accounts and/or such Payment Intangibles or leasing of personal property in the ordinary course of such Grantor’s business; (b) all Pledged Equity; (c) all books and records pertaining to the foregoing and to Proceeds of the foregoing, Accessions and (d) all Proceeds (including insurance proceeds, proceeds of proceeds and claims against third parties) and products of, and Supporting Obligations for, any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (X) the security interests granted under this Security Agreement shall not extend to, and the term “Collateral” shall not for any purpose of this Agreement include, any Excluded Equity, and (Y) the security interests granted under this Agreement shall not extend to (i1) any Excluded Property, Real Property Lease Accounts or (ii2) any General Intangible, permit, lease, license license, contract or other contract, or any other right thereunder, if Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license or license, contract or right thereunder Instrument in the manner contemplated by this Security Agreement Agreement, under the terms thereof or under applicable Law, is prohibited by the terms of such lease, license, contract or right or by law or 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 lease, license, or contract or right, but limitation on the security interests granted hereunder shall only apply to the extent that any such prohibition is 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 Law (including any Debtor Relief Laws) or principles of equity and provided that (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license or license, contract or right thereunder other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateralhereunder. The Grantors and the Administrative Agent, on behalf of the Secured CreditorsParties, 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 arising. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby further acknowledge and agree that solely with respect to the Borrower’s grant of a security interest in its Collateral pursuant to this Agreement and the other Collateral Documents, and for no other purpose, the amount of Secured Obligations (iibut not Obligations) is not and of the Borrower shall be limited to an amount equal to the Borrower Collateral Limit. The Borrower Collateral Limit shall not be construed as a present assignment limit the amount of title to any CopyrightsSecured Obligations guaranteed by the Guarantors under the Multiparty Guaranty, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesnor the amount of Secured Obligations secured by the Guarantors’ Collateral.

Grant of Security Interest in the Collateral. To secure As collateral security for the prompt payment and performance in full when dueSecured Obligations defined below, whether by lapse of time, acceleration, mandatory prepayment or otherwise, each of the Secured Obligations, Borrower and each Grantor hereby grants (and, with respect to Timeshare Inventory, grants, pledges bargains, sells, conveys, mortgages, warrants, collaterally assigns and assigns pledges) to the Administrative Agent, Agent for the benefit of the Secured Creditors, 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 Grantor Grantor, whether now owned or existing or hereafter created, acquired or arising, in and to all of the following: (a) all Timeshare Inventory; (b) all Pledged Receivables; (c) 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), whether now owned all claims with respect thereto and ‑2‑ all income, distributions, and sums distributable or existing or ownedpayable from, acquiredupon, or arising hereafter (collectively, the “Collateral”): all Accounts; [Reserved]; all Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d) attached hereto; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Patents; all Patent Licenses; all Software; all Supporting Obligations in respect of other Collateral; all Trademarks; all Trademark Licenses; the foregoing; (d) accessions and to the extent not otherwise includedadditions to, Accessions and all Proceeds of substitutions and replacements 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 (ie) any Excluded Property, (ii) any lease, license or other contract, or any other right thereunder, if the grant of a security interest in such lease, license or contract or right thereunder in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license, contract or right or by law or would result in the termination of such lease, license, or contract or right, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including any Debtor Relief Laws) proceeds and provided that in the event products of the termination or elimination of any such prohibition to the extent sufficient to permit any such item to become Collateral hereunderforegoing, a security interest in such lease, license or contract or right thereunder shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateral. The Grantors and the Administrative Agent, on behalf insurance of the Secured Creditors, hereby acknowledge foregoing and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for proceeds thereof; all of the Secured Obligationsforegoing 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 New York as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, whether now existing or hereafter arising and (ii) is not and unless this Agreement shall not be construed as a present assignment otherwise specifically provide. For purposes of title to any Copyrightsthis Agreement, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.the following terms when used herein shall have the following meanings:

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 Grantor Obligor hereby grants, pledges and assigns grants to the Administrative Agent, for the benefit of the holders of the Secured CreditorsObligations, a continuing security interest in, and a right to set-set off against, any and all right, title and interest of such Grantor Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): ): (a) all AccountsEquipment located at the Mortgaged Properties; (b) all Fixtures located at the Mortgaged Properties; (c) all Goods located at the Mortgaged Properties; (d) all Inventory located at the Mortgaged Properties; (e) 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 (a) – (d) and (f) of this Section 2 or are otherwise necessary or helpful in the collection thereof or realization thereupon; [Reserved]; and (f) all Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d) attached hereto; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Patents; all Patent Licenses; all Software; all Supporting Obligations in respect of other Collateral; all Trademarks; all Trademark Licenses; and to the extent not otherwise included, Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything the foregoing, the term “Collateral” shall not include any property to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (i) any Excluded Property, (ii) any lease, license or other contract, or any other right thereunder, if extent that the grant of a security interest in such lease, license therein constitutes a breach or contract default under or right thereunder in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license, contract or right or by law or would result results in the termination of such leaseor requires any consent not obtained under, any contract, license, agreement, instrument or contract or rightother document, but only except to the extent that any the term in such prohibition contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is not rendered ineffective pursuant to under applicable Law (including, without limitation, 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 any Debtor Relief Laws) and provided that in the event Law or principles of the termination or elimination of any such prohibition to the extent sufficient to permit any such item to become Collateral hereunder, a security interest in such lease, license or contract or right thereunder shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateralequity). The Grantors Obligors and the Administrative Agent, on behalf of the Secured CreditorsLenders, hereby acknowledge and agree that the security interest interests created hereby in the Collateral (i) constitutes constitute 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 a present assignment of title to any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesarising.

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 Grantor hereby grants, pledges and assigns grants to the Administrative Agent, for the benefit of the holders of the Secured CreditorsObligations, a continuing security interest in, and a right to set-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 (collectively, the “Collateral”): ): (a) all Accounts; [Reserved]; all Chattel Paper; those Commercial Tort Claims identified on Schedule 2(d; (b) attached hereto; all Copyrights; ; (c) all Copyright Licenses; all Deposit Accounts; all Documents; all Equipment; all Fixtures; ; (d) all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; ; (e) all Patents; ; (f) all Patent Licenses; ; (g) all Software; ; (h) all Supporting Obligations in respect of other Collateral; Obligations; (i) all Trademarks; ; (j) all Trademark Licenses; and and (k) to the extent not otherwise included, all Accessions and all Proceeds 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 the following (i) any the “Excluded Property, ”): (iia) any lease, license or other contract, or any other right thereunder, contract if the grant of a security interest in such lease, license or contract or right thereunder in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license, license or contract or right or by law or and would result in the termination of, or any claim for damages or the availability of any other remedial action under, such lease, license, license or contract or rightcontract, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including any Debtor Relief Laws) or principles of equity and provided that in the event (b) any of the Subject Property until the release or termination or elimination of any such prohibition to the extent sufficient to permit any such item to become Collateral hereunder, a security interest Lien in favor of Optus in such lease, license or contract or right thereunder shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of CollateralSubject Property. The Grantors Each Grantor and the Administrative Agent, on behalf of the holders of the Secured CreditorsObligations, hereby acknowledge acknowledges and agree agrees 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 to be construed as a present an assignment of title to any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.