Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the Lender, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security for In order to secure the prompt and complete payment and performance when due of all the Secured Obligations in accordance with the terms thereof, Debtor hereby grants to Agent, for the benefit of its Obligations, each Assignor does hereby assign Agent and transfer unto the Lender, and does hereby pledge and grant to the LenderLenders, a continuing security interest of first priority in, in and lien on, to all of the right, title and interest of such Assignor in, to and under all of Debtor in the followingfollowing property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (A) Accounts; (B) Inventory; (C) General Intangibles; (D) Documents; (E) Instruments; (F) Equipment; (G) Fixtures; (H) Investment Property; (I) Any Depository Account and all other deposit accounts of Debtor maintained with any bank or financial institution; (J) All cash deposited therein from time to time acquiredand other monies and property of Debtor in the possession or under the control of Agent or any Lender; (K) All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the property described in subparts (A) - (J) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (L) Proceeds of all or any of the property described in subparts (A) - (K) above. Notwithstanding the foregoing, Collateral shall not include, and Debtor shall not be deemed to have granted a security interest in, any of Debtor's rights or interests in: (i) each and every Receivableany licenses, (ii) all Contractscontracts or agreements to which Debtor is a party, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with existing on the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1date hereof, to the extent that any General Intangiblessuch a grant would, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the express terms of the licensesuch licenses, lease contracts or other agreement applicable thereto without the consent agreements, result in a breach of the licensor terms thereof, or lessor thereof constitute a default thereunder; (ii) any capital leases and purchase money agreements to which Debtor is a party, or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of its rights or interests thereunder, to the extent that such consentsa grant would, under the express terms of such General Intangibles shall be included capital leases and/or purchase money agreements, result in the "Collateral". (b) The security interest a breach of the Lender under this Agreement extends terms thereof, or constitute a default thereunder; or (iii) any licenses, contracts or agreements to all Collateral which Debtor is a party, or any of its rights or interests thereunder, to the kind which extent that such a grant would be prohibited by applicable law. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Debtor shall have the subject of this Agreement which any Assignor may acquire at any time during exclusive, non-transferable right and license to use the continuation of this AgreementIntellectual Property and the exclusive right to grant to other Persons licenses and sublicenses with respect to the Intellectual Property.

Grant of Security Interests. Concessionaire hereby assigns and transfers (ai) As security for all Project Accounts (other than the prompt Excluded Accounts) and complete payment all money from time to time held by the Security Trustee therein; (ii) all Assigned Agreements; (iii) all Chattel Paper; (iv) all Deposit Accounts (including each Project Account); (v) all Commercial tort claims from time to time specifically described on Appendix D hereto; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Instruments; (xi) all Intellectual Property; (xii) all Inventory; (xiii) all Investment Property; (xiv) all Project Revenues and performance when due of all of its Obligationscontracts or other rights to receive Project Revenues, each Assignor does hereby assign and transfer unto including the Lender, and does hereby pledge and grant to the Lender, a continuing security interest of first priority in, and lien on, all of the rightConcessionaire’s rights, title and interest of such Assignor in, in and to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein Concession Agreement and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Material Project Contracts; (viiixv) all other GoodsLetter-of-Credit Rights; (xvi) Money; (xvii) all Governmental Approvals now or hereafter held in the name of, General Intangiblesor for the benefit of, Chattel Paper, Documents Concessionaire; (xviii) all books and Instruments, records pertaining to the Collateral; (ixxix) the Cash Collateral Account all insurance policies and all moniesproceeds of insurance policies or condemnation proceedings received or receivable by the Concessionaire to the extent not used to repair or rebuild the Project, securities as may be permitted under the Concession Agreement and instruments deposited or required other Material Project Contracts; (xx) to be deposited in such Cash Collateral Account and the extent not otherwise included above, all other personal property relating to any of the foregoing; and (xxxi) to the extent not otherwise included above, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the above, collectively, foregoing; provided that in no event shall the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that Collateral include any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"Excluded Assets. (b) The security interest of the Lender under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and any other cash collateral account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account and any such other cash collateral account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viiiix) (1) the Concentration Account, (2) all moneys, checks, drafts, securities and instruments deposited or required to be deposited in the Concentration Account, (3) all investments and all certificates and instruments, if any, from time to time representing or evidencing such investments and (4) all interest, dividends, cash, investments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing items listed under subclauses (1) through (3), (x) (1) the Concentration Account Consent Letter and each other agreement from time to time entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under the Concentration Account Consent Letter and each other agreement from time to time entered into by such Assignor with the Concentration Account Bank with respect to the Concentration Account, (xi) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ixother than the Pledged Securities) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (xxii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining that if any Contract prohibits, or requires the consent for (in accordance with the terms thereof after giving effect to any applicable laws), the granting of such consentsa security interest therein, such General Intangibles or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be included in limited to the "Collateral"extent (and only to the extent) necessary so that such Contract may not be so violated or no such violation of law shall exist, as the case may be. (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the Secured Creditors as their interests may appear, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), thereunder; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof; (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Trade Secrets Rights; (viiiix) all insurance policies; (x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments, ; (ixxi) the Cash Collateral Account all Permits; (xii) all cash; (xiii) all Commercial Tort Claims; (xiv) all Deposit Accounts and all moniesother demand, securities deposit, time, savings, cash management, passbook and instruments similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in such Cash Collateral Account any of the foregoing; (xv) all Investment Property; (xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xvii) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxviii) all Supporting Obligations; and (xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"). Notwithstanding ; provided that the foregoing provisions Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of Section 1.1a Specified Assignor shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the extent that any General IntangiblesExisting Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, not including any Receivables, included in the term "Collateral" are not assignable or capable other disposition of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without realization upon, and other moneys received in respect of, the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any Designated Collateral of such consentsSpecified Assignor, with such General Intangibles shall Collateral Proceeds to also be included in the "Collateral"applied ratably to all other Applicable Obligations of such Specified Assignor. (b) The Notwithstanding anything contained herein to the contrary, "Collateral" shall not include any Copyright, ▇▇▇▇, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, such Assignor's rights thereunder or such Assignor's grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the Lender under security interest pursuant to this Agreement extends in any account or any money or other amounts due or to all Collateral of become due under any such Copyright, ▇▇▇▇, Patent, Trade Secret, computer program or Software or such license or agreement governing the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreementsame.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent, for the benefit of the Secured Creditors (and does hereby confirm its prior assignment, transfer, pledge and grant to the Collateral Agent, for the benefit of the Secured Creditors (other than the Additional First Lien Creditors) pursuant to the Original Security Agreement, of), a continuing security interest of first priority in, and lien on, in all of the right, title and interest interest, powers, remedies, privileges and other benefits of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) each and every Receivable, Account; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), cash; (iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims; (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights; (vii) all Contracts, trade secrets, together with all Contract Rights arising thereunder; (viii) all other GoodsCopyrights, General Intangibles, Chattel Paper, Documents and Instruments, together with all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights or unfair competition regarding the same; (ix) the Cash Collateral Account all Equipment; (x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in any of the foregoing; (xi) all Documents; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Cash Collateral Account Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; (xxix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same; (xx) all Permits; (xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxii) all Supporting Obligations; and (xxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”); provided that (x) no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) (i) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof), (ii) any contract, license, agreement, instrument, document, permit or franchise that validly prohibits, restricts or requires the "Collateral"). Notwithstanding consent not obtained of a third party for the foregoing provisions creation by such Assignor of Section 1.1a security interest in such contract, license, agreement, instrument, document, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, agreement, instrument, document, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, and (iii) any rights or property to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of valid and enforceable law or under the terms statute or rule, regulation, guideline, order or directive of the licensea governmental authority or agency applicable to such rights or property prohibits, lease restricts, or other agreement applicable thereto without requires the consent of a third party for, or would result in the licensor termination of such rights or lessor thereof or other applicable party thereto property as a result of, the creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and such consent has not been obtained9-409 of the UCC (solely to the extent the UCC is controlling), such General Intangibles (y) subject to the immediately succeeding proviso, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not be included include) any licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits (and upon such grant of a security being lawful, whether because of a change of law, the obtaining of any necessary consents or otherwise, the security interests granted hereunder automatically (and without any further action) shall extend to such licenses and/or permits); provided that the foregoing limitation shall not exclude the grant of a security interest pursuant to this Section 1.1(a) in all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits, and (z) (i) except in the "circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral"; provided, however, upon obtaining ” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such consentsExempted Foreign Entity and (ii) subject to compliance with Section 10.12(b) of the Credit Agreement, such General Intangibles no Assignor shall be included required to grant a security interest hereunder in (and the "term “Collateral"” shall not include) any Equity Interests in US LEC PAC. For the avoidance of doubt, notwithstanding the preceding sentence, each Assignor shall be required to grant a security interest hereunder in 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Assignor. (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement. (c) Notwithstanding anything to the contrary contained in this Section 1.1, the term “Collateral”, as it only refers to the Collateral securing the Additional First Lien Obligations, shall not include any Equity Interests and other securities of a Subsidiary of the Borrower to the extent that the pledge of such Equity Interests and other securities would result in the Borrower or such Subsidiary being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Additional First Lien Obligations affected thereby; provided that neither the Borrower nor any of its Subsidiaries shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any Equity Interest or other securities pursuant to this clause (c). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”) is amended, modified or interpreted by the SEC to require (or is replaced by 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 Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure the Additional First Lien Obligations affected thereby, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Additional First Lien Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Creditor, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Additional First Lien Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Additional First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, nothing in this clause (c) shall limit the pledge of such Equity Interests and other securities from securing the Credit Document Obligations and the Other Obligations at all times or from securing any Additional First Lien Obligations that are not in respect of securities subject to regulation by the SEC. For purposes of this clause (c), “securities” has the meaning ascribed to such term for purposes of Rule 3-16. (d) This Agreement amends and restates the Original Security Agreement. The Obligations of the Assignors under the Original Security Agreement and the grant of security interest in the Collateral by the Assignors under the Original Security Agreement shall continue (uninterrupted) under this Agreement, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. All references to the Original Security Agreement in any Credit Document (other than this Agreement) or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. It is understood and agreed that the Original Security Agreement is being amended and restated by entry into this Agreement on the date hereof.

Grant of Security Interests. (a) As Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the Lender, a continuing security interest of first priority in, and lien on, in all of the right, title and interest of such Assignor the Debtor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired (i) each and every Receivablecollectively, the “Collateral”): (iia) all Contracts, together with all Contract Rights arising thereunder Pledged Containers; (other than Contracts which by their terms cannot be pledged), (iiib) all Inventory, Related Assets with respect to the Pledged Containers; (ivc) all EquipmentAccounts, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other GoodsChattel Paper, General Intangibles, Chattel PaperInstruments and Inventory, Documents in each case to the extent that they relate to any Pledged Containers; (d) all lease proceeds and Instrumentsall rights under leases and container related agreements, including rentals, termination rights, rights to compel performance and guarantees, in each case to the extent that they relate to any Pledged Containers; (ixe) all insurance proceeds and other proceeds from dispositions, in each case to the Cash extent that they relate to any Pledged Containers; (f) all condemnation and confiscation awards, in each case to the extent that they relate to any Pledged Containers; (g) any Collateral Account and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such Cash any Collateral Account Account; and (h) to the extent not otherwise included above, all Accessions, income, payments, and (x) all Proceeds Proceeds, including rents, profits and products products, of any and all of the foregoing (all of the aboveforegoing, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, in each case to the extent that they relate to any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"Pledged Containers. (b) The security interest of the Lender under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its ObligationsObligations (but subject to the proviso at the end of this Section 1.1(a)), each Assignor Grantor does hereby collaterally assign (other than with respect to the personal property described in clauses (iv), (vi), (viii), (xi), (xviii) and transfer unto the Lender(xix) of this Section 1.1), and does hereby pledge and grant to the LenderCollateral Agent, for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) each and every Receivable, Account; Table of Contents (ii) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper); (iii) all Commercial Tort Claims where the amount of damages claimed by such Grantor is at least $2,000,000, as described in Annex G hereto, as such annex may be updated from time to time pursuant to Section 5.2; (iv) all Software owned by such Grantor and Software licensing rights held by such Grantor, and all recorded data of any kind or nature, regardless of the medium of recording; (v) all Domain Names; (vi) all Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder thereunder; (other than Contracts viii) all Copyrights together with all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights, and any media that may contain works of authorship or copyrightable subject matter in which by their terms cannot be pledged), the Grantor holds Copyrights; (iiiix) all Documents; (x) all Equipment; (xi) all Fixtures; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory, ; (ivxvi) all Equipment, Investment Property; (vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing) in connection with letters of credit with a value in excess of $2,000,000; (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Grantor symbolized by the Marks, Marks and Table of Contents all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; (vixix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents and Copyrights, or unfair competition regarding the same; (viixx) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Permits; (viiixxi) all Supporting Obligations; (xxii) all books and records pertaining to the Collateral; (xxiii) solely at such times and to the extent a Lien thereon has been granted to the ABL Agent or any other GoodsABL Claimholder, General Intangiblesall cash, Chattel PaperCash Equivalents, Documents Deposit Accounts and Instruments, Security Accounts; and (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (xxxiv) all Proceeds (including cash and Cash Equivalents) and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing (all of the above, collectivelybut excluding any Excluded Collateral, the "“Collateral"”). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.;

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent, for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (collectively, the "Collateral"): (i) each and every Receivable, , (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), thereunder, (iii) all Inventory, , (iv) all Equipment, , (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, , (vi) all Patents and Copyrights, , (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information Proprietary Information of such Assignor, including, but not limited to, trade secrets, Trade Secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Permits, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and Account, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Securities and Equity Interests, as defined in, and which are pledged, or not required to be pledged, pursuant to the Pledge Agreement), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"foregoing. (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement, provided that no security interest is granted under this Agreement with respect to any Equipment subject on the date hereof to any secured installment purchase agreement that by its terms prohibits the creation of additional liens on such Equipment unless consent has been obtained and provided further that the Company shall use its commercially reasonable efforts to obtain such consent, it being understood that the Company shall not be required to pay more than the nominal fee for such consent. Upon the payment of all amounts owing under such installment purchase agreement or the removal of any prohibition on the creation of a lien on the Equipment subject thereto, such Equipment shall constitute collateral hereunder.

Grant of Security Interests. (a) As security for In order to secure the prompt and complete payment and performance when due of all the Secured Obligations in accordance with the terms thereof, Debtor hereby assigns and grants to Agent for the benefit of its Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the Lender, Lenders a continuing security interest of first priority in, in and lien on, to all of the right, title and interest of such Assignor in, to and under all of Debtor in the followingfollowing property (but excluding Excluded Property), whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (A) Accounts; (B) Inventory; (C) General Intangibles; (D) Documents; (E) Instruments; (F) Equipment; (G) Fixtures; (H) all deposit accounts of Debtor maintained with any bank or financial institution; (I) the Collateral Account, all cash deposited therein from time to time acquired: and other monies and property of Debtor in the possession or under the control of Agent or any Lender; (i) each and every Receivable, (iiJ) all Contractsbooks, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)records, (iii) all Inventoryledger cards, (iv) all Equipmentfiles, (v) all Markscorrespondence, together with the registrations computer programs, tapes, disks and right related data processing software that at any time evidence or contain information relating to all renewals thereof, and the goodwill any of the business property described in subparts (A) - (I) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (K) products and Proceeds of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (x) all Proceeds and products of any and all of the foregoing property described in subparts (all of the A) - (J) above, collectively, the "Collateral"). Notwithstanding the foregoing provisions foregoing, so long as no Event of Section 1.1Default has occurred and is continuing, Debtor may otherwise dispose of Collateral in accordance with and subject to the extent that any General Intangibles, not including any Receivables, included restrictions contained in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms Section 8.02 of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Credit Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby pledge, assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent, for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing collateral located on, used in connection with the ownership or operation of, or related to any of the Borrowing Base Properties, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretssecrets (to the extent such computer programs, intellectual property rights and proprietary information are assignable without violating any agreements governing same), (viiivi) all other Goods, General Intangibles, Permits, Chattel Paper, Letter-of-Credit Rights, Commercial Tort Claims, Documents and Instruments, (ixvii) the Cash Collateral Reserve Account and all moniesAccount Collateral, securities Borrowing Base Income, Cash Equivalents and instruments deposited other amounts permitted or required to be deposited in therein pursuant to the Credit Agreement, (viii) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and related facilities located thereon, including, without limitation of the generality of the foregoing, all rent, advance deposits, charges for services and other revenues and income derived or to be derived from the sale or rental of rooms, apartments, units or other facilities, the provision of services, the sale of food, beverages and merchandise, the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (including concessions for the installation of coin-operated machines to the extent of such Cash Collateral Account Assignor's interest therein) within or about any Borrowing Base Properties and related facilities, the rental or operation of parking facilities and the provision of services to guests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, receipts or other income, (ix) all books and records of each Assignor with respect to any and all of the foregoing and (x) all Proceeds Proceeds, products and products Supporting Obligations of any and all of the foregoing (all of each Assignor's right, title and interest in the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As security In order to secure its Secured Guarantee, the Lien Grantor grants to the Collateral Agent for the prompt and complete payment and performance when due benefit of all of its Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the Lender, Secured Parties a continuing security interest of first priority in, in and lien on, to all of the its right, title and interest of such Assignor in, to and under all in the following property of the followingLien Grantor, whether now owned or existing or hereafter from time acquired or arising and regardless of where located, but subject to time acquired: the exclusions in Section 2(b) (the "New Collateral"): (i) each and every ReceivableAccounts, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)Chattel Paper, (iii) all InventoryDocuments, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksGeneral Intangibles, (vi) all Patents and CopyrightsInstruments, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretsInventory, (viii) all Securities directly owned by the Lien Grantor and issued by any subsidiary or Affiliate of the Lien Grantor or any other Goods, General Intangibles, Chattel Paper, Documents and Instrumentsissuer over which the Lien Grantor exercises Control, (ix) the Cash Collateral Account, all Financial Assets credited to the Collateral Account from time to time and all moniesSecurity Entitlements in respect thereof, securities all cash deposited therein from time to time, and instruments deposited or required the Liquid Investments made pursuant to be deposited in such Cash Collateral Account and Section 8(d) of the Security Agreement, (x) all Proceeds books and products of any records (including, without limitation, customer lists, credit files, computer programs, printouts and all other computer materials and records) of the foregoing (all Lien Grantor pertaining to any of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms New Collateral and (xi) all Proceeds of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included New Collateral described in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"Clauses 2(a)(i) through 2(a)(x) hereof. (b) The security interest New Collateral shall not include: (i) rights of the Lender under this Agreement extends Lien Grantor in respect of any property or asset which is prohibited from being pledged to all the Collateral Agent as part of the kind Collateral by any Permitted Encumbrances; (ii) Transferred Receivables and (A) security interests or liens and property subject thereto purporting to secure payment of such Transferred Receivables, (B) leases, guaranties, insurance and other arrangements supporting payment of such Transferred Receivables, (C) rights to payment and collections in respect of such Transferred Receivables, (D) books, records and similar information relating to such Transferred Receivables or the obligors thereon, (E) with respect to any such Transferred Receivables, the transferee's interest in goods (including, without limitation, Equipment or Inventory) the sale of which gave rise to such Transferred Receivables and (F) if such Transferred Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of this the underlying transaction and is transferred to a Receivables SPE; (iii) Transferred Intellectual Property; (iv) State and Local Government Receivables of the Lien Grantor; (v) any Security owned by the Lien Grantor that is a voting Equity Interest issued by a Foreign Subsidiary that is a corporation for United States Federal income tax purposes, if and to the extent that the Collateral (including New Collateral) pledged by Xerox to secure Xerox Secured Obligations or by any other Lien Grantor to secure any guarantee of the Secured Obligations of Xerox pursuant to the Security Agreement which or any Assignor may acquire at other Domestic Security Document would include in the aggregate more than 65% of the shares of any time during the continuation class of this Agreement.voting securities of such Foreign Subsidiary (either directly or through any entity that is a disregarded entity for such purposes); and

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby collaterally assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)thereunder, (iii) all Inventory, (iv) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secrets, (viiiix) all other Goods, General Intangibles, Chattel Paper, Documents and InstrumentsInstruments (other than the Pledged 201 EXHIBIT I Page 3 Securities), (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest interests of the Lender Collateral Agent under this Agreement extends extend to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Administrative Agent, and does hereby pledge and grant to the LenderCollateral Administrative Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viii) all other Goods, General Intangibles, Permits, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities securities, instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account Account, (x) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Hotel Property and related facilities located thereon, including, without limitation of the generality of the foregoing, all room revenues and room charges and charges for hotel services (including advance deposits therefor) and other revenues and income derived or to be derived from the sale or rental of hotel rooms and meeting rooms, the provision of hotel services, the sale of food, beverages and merchandise, the rental of shops, leasing of commercial or residential spaces, the granting of concessions (including taxi concessions and concessions for the installation of coin-operated machines to the extent of such Assignor's interest therein) within or about any Hotel Property and related facilities, the rental or operation of travel desks, the rental or operation of parking facilities and the provision of services to guests of any Hotel Property and related facilities located thereon and any other items of revenue, receipts or other income, (xi) all books and records of each Assignor with respect to any and all of the foregoing and (xxii) all Proceeds and products of any and all of the foregoing (all of each Assignor's right, title and interest in the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) Notwithstanding any thing to the contrary contained in clause (a) above, the Collateral shall not include any asset that any Assignor owns, as agent, for the benefit of a third party (other than a Subsidiary of such Assignor) rather than for its own benefit. (c) The security interest of the Lender Collateral Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the Lender, a continuing security interest of first priority in, and lien on, in all of the right, title and interest of such Assignor the Debtor in, to and under all of the followingfollowing personal property (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired (icollectively, the “Collateral”): (a) each All marine and every Receivablemaritime shipping containers (including dry, cargo containers, refrigerated containers (iiincluding the associated generation sets, GPS units and refrigeration units), tank containers, special purpose containers and cellular pallet wide containers) listed on Schedule 1 to this Agreement (as such Schedule 1 shall be amended and supplemented from time to time in accordance with the terms of the Term Loan Agreement), including all additions to, substitutes therefor and replacements thereof (including all Substitute Containers) made from time to time by the Debtor in accordance with the terms of the Term Loan Agreement (all of the foregoing collectively, the “Containers”); (b) all Contracts, together Related Assets with all Contract Rights arising thereunder respect to such Containers; (other than Contracts which by their terms cannot be pledged), (iiic) all InventoryAccounts, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other GoodsChattel Paper, General Intangibles, Chattel PaperInstruments and Inventory, Documents in each case to the extent (but only to the extent) that such items relate to any such Containers; (d) all proceeds and Instrumentsrights under any Lease and related agreements, including rentals, termination rights, rights to compel performance and guarantees, in each case to the extent (ixbut only to the extent) that such items relate to any such Containers; (e) all insurance proceeds and other proceeds from dispositions, in each case to the Cash extent (but only to the extent) that such items relate to any such Containers; (f) all condemnation and confiscation awards, in each case to the extent (but only to the extent) that such items relate to any such Containers; (g) any Collateral Account and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such Cash any Collateral Account and Account; and (xh) to the extent not otherwise included above, all Accessions, income, payments, Proceeds and products of any and all of the foregoing (all foregoing. On each Drawdown Date and thereafter simultaneously with the delivery of each Borrowing Base and Equipment Report in accordance with Section 8.1 of the above, collectivelyTerm Loan Agreement, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, Debtor shall deliver to the extent Collateral Agent an update to Schedule 1 that any General Intangibles, not including any Receivables, included in reflects all additional Containers that have become subject to the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender under Lien created by this Agreement extends to and all Collateral of Containers that have been released from the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of Lien created by this Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledgedpledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, anything to the extent that any General Intangibles, not including any Receivables, included contrary contained in the immediately preceding sentence, the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles Collateral shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"include motor vehicles. (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance or performance, as the case may be, when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Lender, and Grantor does hereby pledge and grant to the LenderCollateral Agent, for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired (but excluding any Excluded Collateral (as defined below)): (i) each and every Receivable, Account; (ii) all cash; (iii) the Dominion Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Dominion Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims set forth on Schedule 12 of the Perfection Certificate; (vi) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names and Trade Secret Rights, with respect to each of the foregoing solely to the extent such rights or items subsist or arise under the laws of the United States; (vii) Contracts, together with all Contract Rights arising thereunder thereunder; (viii) all Copyrights; (ix) all Equipment and Fixtures; (x) all Deposit Accounts and all other than Contracts which demand, deposit, time, savings, cash management, passbook and similar accounts maintained by their terms cannot be pledged), such Grantor with any Person and all monies; (iiixi) all Documents; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory, ; (ivxvi) all Equipment, Investment Property; (vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Grantor symbolized by the Marks, ; (vixix) all Patents and Copyrights, Patents; (viixx) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Permits; (viiixxi) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Supporting Obligations; and (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (xxxii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement that any Grantor may acquire, or with respect to which any Assignor Grantor may acquire obtain rights, at any time during the continuation term of this Agreement.

Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the ABL Collateral Agent, as security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent, for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: : (i) each and every Receivable, Account; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), cash; (iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims; (vi) all Patents Software and Copyrights, (vii) all computer programs of such Assignor and all related licensing rights, documentation, drawings, specifications and schematics and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Trade Secret Rights, trade secretscustomer lists and all recorded data of any kind or nature, regardless of the medium or recording; (vii) all Contracts, together with all Contract Rights arising thereunder; (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Copyrights; (ix) the Cash Collateral Account all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account and any of the foregoing (in each case, excluding Exempted Deposit Accounts); (x) all Documents; (xi) all Equipment; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks and any renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; (xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same; (xx) all Permits; (xxi) all Supporting Obligations; and (xxii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”); provided that (x) no Voting Equity Interests (which shall include, for this purpose, the "Collateral")Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.a. Notwithstanding ▇.▇.) of any Foreign Corporation which represents more than 65% of the foregoing provisions total combined voting power of Section 1.1, to all classes of Voting Equity Interests of the extent that respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”) shall secure any General Intangibles, not including direct Obligations of any Receivables, included in U.S. Borrower (or guarantees of such Obligations by the term "Collateral" are not assignable or capable respective Assignor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of being encumbered the respective Assignor only as a matter of law or under the terms guarantor of the license, lease or other agreement applicable thereto without the consent Obligations of the licensor or lessor thereof or other applicable party thereto German Borrower, and (y) each Assignor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such consent has not been obtainedAssignor, such General Intangibles which Non-Voting Equity Interests shall not be included subject to the limitations described in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"preceding clause (x). (b) Notwithstanding anything herein to the contrary, in no event shall the Collateral include and no Assignor shall be deemed to have granted a security interest in, (x) Excluded Equipment or (y) any of its right, title or interest in any license, contract or agreement to which such Assignor is a party, to the extent, but only to the extent (and only for so long as) that such license, contract or agreement or applicable law prohibits the assignment of, or granting of a security interest in, such license, contract or agreement and such prohibitions are not rendered invalid by Section 9-406 or Section 9-408 of the UCC, it being understood and agreed, however, any such excluded license, contract or agreement shall otherwise be subject to the security interests created by this Agreement (and shall become “Collateral” for all purposes of this Agreement) upon the receipt by such Assignor of any necessary approvals or waivers permitting the assignment thereof or the granting of a security interest therein. (c) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement. (d) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and the Collateral Agent (on behalf of the Secured Creditors) acknowledges and agrees that:

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent, in each case for the benefit of the Secured Creditors, a continuing security interest of first priority inpriority, and lien onsubject only to Permitted Liens, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts (other than Excluded Contracts, except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts, except to the extent provided in the definition thereof) and all other proprietary information of such Assignor, including, but not limited to, trade secretssecrets and Trade Secret Rights, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and InstrumentsInstruments (other than Pledged Securities), (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1foregoing, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in include any Receivable and related asset from and after the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in time that same is transferred to the "Collateral"Receivables Subsidiary pursuant to the Accounts Receivable Facility Documents. (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security In order to secure its Secured Subsidiary Obligations, the Lien Grantor grants to the Collateral Agent for the prompt and complete payment and performance when due benefit of all of its Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the Lender, Secured Parties a continuing security interest of first priority in, in and lien on, to all of the its right, title and interest of such Assignor in, to and under all in the following property of the followingLien Grantor, whether now owned or existing or hereafter from time acquired or arising and regardless of where located, but subject to time acquired: the exclusions in Section 2(b) (the “New Collateral”): (i) each and every ReceivableAccounts, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)Chattel Paper, (iii) all InventoryDocuments, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksGeneral Intangibles, (vi) all Patents and CopyrightsInstruments, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretsInventory, (viii) all other Goods, General Intangibles, Chattel Paper, Documents Securities directly owned by the Lien Grantor and Instrumentsissued by any Material Subsidiary of the Lien Grantor, (ix) the Cash Collateral Account, all Financial Assets credited to the Collateral Account from time to time and all moniesSecurity Entitlements in respect thereof, securities all cash deposited therein from time to time, and instruments deposited or required the Liquid Investments made pursuant to be deposited in such Cash Collateral Account and Section 8(d) of the Security Agreement, (x) all Proceeds books and products of any records (including, without limitation, customer lists, credit files, computer programs, printouts and all other computer materials and records) of the foregoing (all Lien Grantor pertaining to any of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms New Collateral and (xi) all Proceeds of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included New Collateral described in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"Clauses 2(a)(i) through 2(a)(x) hereof. (b) The security interest New Collateral shall not include: (i) rights of the Lender under this Agreement extends Lien Grantor in respect of any property or asset which is prohibited from being pledged to all the Collateral Agent as part of the kind Collateral by any Permitted Encumbrances; (ii) Transferred Receivables and (A) security interests or liens and property subject thereto purporting to secure payment of such Transferred Receivables, (B) leases, guaranties, insurance and other arrangements supporting payment of such Transferred Receivables, (C) rights to payment and collections in respect of such Transferred Receivables, (D) books, records and similar information relating to such Transferred Receivables or the obligors thereon, (E) with respect to any such Transferred Receivables, the transferee’s interest in goods (including, without limitation, Equipment or Inventory) the sale of which gave rise to such Transferred Receivables and (F) if such Transferred Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of this Agreement which the underlying transaction and is transferred to a Receivables SPE or a Third Party Vendor Financing Subsidiary; (iii) Transferred Intellectual Property; (iv) State and Local Government Receivables of the Lien Grantor; (v) any Assignor may acquire at Security owned by the Lien Grantor that is a voting Equity Interest issued by a Foreign Subsidiary that is a corporation for United States Federal income tax purposes, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of the shares of any class of voting securities of such Foreign Subsidiary (either directly or through any entity that is a disregarded entity for such purposes); and (vi) Third Party Vendor Financing Assets of the Lien Grantor. (c) With respect to each right to payment or performance included in the New Collateral from time during to time, the continuation Security Interest granted therein includes, subject to Permitted Encumbrances, a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The foregoing Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of this Agreementthe Lien Grantor with respect to any of the New Collateral or any transaction in connection therewith. (e) For the avoidance of doubt, no more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary that is a corporation for United States Federal income tax purposes shall be required to be pledged hereunder or under any other Loan Document.

Grant of Security Interests. (a) As security Each Grantor hereby grants to the Pari Passu Collateral Agent, for the prompt and complete payment and performance when due benefit of the Secured Parties, a security interest in all of its Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the Lender, a continuing security interest of first priority in, and lien on, all of the such Grantor’s right, title and interest of in and to the following property now owned or at any time hereafter acquired by such Assignor inGrantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, in each case except to the extent released in accordance with Section 8.15 and under all subject to the proviso to this Section 3.1, the “Collateral”), as collateral security for the payment or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise), of the followingSecured Obligations: (a) all Accounts, whether now existing or hereafter including all Receivables; (b) all Cash Equivalents and Deposit Accounts; (c) all Chattel Paper; (d) all Commercial Tort Claims described on Schedule 3 (as such schedule may be supplemented from time to time acquired: pursuant to Section 6.2(b) of the Credit Agreement); LEGAL_US_E # 147951469.7 (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including contract rights; (i) each and every Receivableall Instruments, except to the extent constituting Pledged Notes (iior which would constitute Pledged Notes but for the de minimis threshold contained in the definition thereof); (j) all ContractsIntellectual Property (including all Copyright Licenses, together with all Contract Rights arising thereunder Patent Licenses and Trademark Licenses); (other than Contracts which by their terms cannot be pledged), (iiik) all Inventory, ; (ivl) all Equipment, Investment Property; (vm) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Letter-of-Credit Rights; (vin) all Patents and Copyrights, Money; (viio) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Pledged Securities; (viiip) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (xq) all Proceeds books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information pertaining to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (r) to the extent not otherwise included, all Proceeds, products, accessions, rents and profits of any of the Collateral and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"foregoing; provided, however, upon obtaining that notwithstanding any of such consentsthe other provisions set forth in this Section 3.1, such General Intangibles shall be included in the "Collateral". (b) The security interest of granted hereunder shall not cover, and the Lender under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which term “Collateral” shall not include, (i) Excluded Accounts or (ii) any Assignor may acquire at any time during the continuation of this AgreementExcluded Collateral.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the relevant Secured Creditors as their interests may appear, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), thereunder; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof; (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Trade Secrets Rights; (viiiix) all insurance policies; (x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments, ; (ixxi) the Cash Collateral Account all Permits; (xii) all cash; (xiii) all Commercial Tort Claims; (xiv) all Deposit Accounts and all moniesother demand, securities deposit, time, savings, cash management, passbook and instruments similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in such Cash Collateral Account any of the foregoing; (xv) all Investment Property; (xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xvii) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxviii) all Supporting Obligations; and (xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”). Notwithstanding ; provided that notwithstanding the foregoing provisions foregoing, the Collateral that secures the RAI Senior Notes Obligations of Section 1.1a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the extent that any General IntangiblesRAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, not including any Receivables, included in the term "Collateral" are not assignable or capable other disposition of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without realization upon, and other moneys received in respect of, the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any Designated RAI Senior Notes Collateral of such consentsSpecified RAI Senior Notes Assignor, with such General Intangibles shall Collateral Proceeds to also be included in the "Collateral"applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor. (b) The Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not include any Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the Lender under security interest pursuant to this Agreement extends in any account or any money or other amounts due or to all become due under any such Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (ii) the term “Collateral” as used herein shall not include any Equity Interests owned or held by any Assignor and (iii) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (iii)) of such Restricted Assignor other than (x) Collateral of the kind type described in clauses (v), (vi), (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which is may be perfected by the subject filling of this Agreement which a UCC-1 financing statement in any Assignor may acquire at any time during the continuation of this Agreementrelevant jurisdiction.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the relevant Secured Creditors as their interests may appear, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: : (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), thereunder; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account; (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof; (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Trade Secrets Rights; (viiiix) all insurance policies; (x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments, ; (ixxi) the Cash Collateral Account all Permits; (xii) all cash; (xiii) all Commercial Tort Claims; (xiv) all Deposit Accounts and all moniesother demand, securities deposit, time, savings, cash management, passbook and instruments similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in such Cash Collateral Account any of the foregoing; (xv) all Investment Property; (xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xvii) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording; (xxviii) all Supporting Obligations; and (xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”). Notwithstanding ; provided that notwithstanding the foregoing provisions foregoing, (x) the Collateral that secures the Existing Senior Notes Obligations of Section 1.1a Specified Existing Senior Notes Assignor shall be limited to Designated Existing Senior Notes Collateral owned by such Specified Existing Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Existing Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Existing Senior Notes Assignor that are to be applied to the extent that any General IntangiblesExisting Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, not including any Receivables, included in the term "Collateral" are not assignable or capable other disposition of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without realization upon, and other moneys received in respect of, the consent Designated Existing Senior Notes Collateral of such Specified Existing Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Existing Senior Notes Assignor and (y) the licensor or lessor thereof Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other applicable party thereto realization upon, and such consent has not been obtainedother moneys received in respect of, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any Designated RAI Senior Notes Collateral of such consentsSpecified RAI Senior Notes Assignor, with such General Intangibles shall Collateral Proceeds to also be included in the "Collateral"applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor. (b) The Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not include any Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the Lender under security interest pursuant to this Agreement extends in any account or any money or other amounts due or to become due under any such Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (ii) the term “Collateral” as used herein shall not include (x) the RJRTH Intercompany Note and any Contract Rights or General Intangibles of the Borrower arising under the Pledge Agreement in its capacity as RJRTH Intercompany Note Creditor, (y) any Equity Interests owned or held by any Assignor and (z) at any time prior to the exchange of at least 51% in aggregate principal amount of each series of Existing Senior Notes for Exchange Senior Notes pursuant to the Existing Senior Notes Exchange (and the elimination of the lien covenant in the Existing Senior Notes Indenture as consented to by the requisite holders of the Existing Senior Notes), all indebtedness and other obligations owing by a Subsidiary of RJRTH to RJRTH or any of its Subsidiaries and (iii) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (iii)) of such Restricted Assignor other than (x) Collateral of the kind type described in clauses (v), (vi), (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which is may be perfected by the subject filling of this Agreement which a UCC-1 financing statement in any Assignor may acquire at any time during the continuation of this Agreementrelevant jurisdiction.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor Grantor does hereby pledge, collaterally assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, in and lien onLien upon, all of the right, title and interest of such Assignor Grantor in, to and under all personal and fixture Property of every kind and nature, whether tangible or intangible, including, without limitation, all of the right, title and interest of such Grantor in, to and under each of the following, whether now existing or hereafter from time to time hereafter created, arising or acquired: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), thereunder; (iii) all Inventory, ; (iv) all Equipmentmonies, securities and Instruments deposited or required to be deposited to Cash Collateralize any Letter of Credit Obligations; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Equipment; (vi) all Marks, Patents and Copyrights, and all other Intellectual Property; (vii) all computer programs and computer software of such Assignor every description and all intellectual property rights therein therein, and all other proprietary information of such Assignorinformation, including, but not limited to, trade secrets, Trade Secret Rights; (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, ; (ix) all FCC Licenses (PROVIDED, HOWEVER, that the Security Agreement Collateral shall not include at any time any FCC Licenses to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, but shall in any event include, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and all of the rights to receive all Proceeds derived from or in connection with the Sale, assignment or transfer of any FCC License; (x) to the extent not already included above, all claims, demands, judgements, rights, choses in action, equities, credits, bank accounts, investment and securities accounts, cash on hand and in banks or with other financial institutions, lock boxes and other post office boxes, bonds and all other securities of every description, investments, investment property, insurance policies, including the cash surrender value thereof and all proceeds thereof, and all federal, state and local tax refunds and/or abatements to which such Grantor is or may from time to time become entitled, no matter how or when arising, including, but not limited to, any loss carryback tax refunds; (xi) each Cash Collateral Account established for such Grantor and all monies, securities and instruments Instruments deposited or required to be deposited in any such Cash Collateral Account Account; and (xxii) all Proceeds and products of any and all of the foregoing (all of the aboveProperty identified or described in foregoing CLAUSES (i) through (xii), inclusive, being herein called, collectively, the "CollateralSECURITY AGREEMENT COLLATERAL"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of interests and Liens granted to the Lender Collateral Agent under this Agreement extends extend (i) to all Collateral Property of the kind which is the subject of this Agreement which any Assignor Grantor may own or otherwise acquire at any time or from time to time during the continuation of this Agreement, and (ii) to any and all Proceeds or products thereof. (c) Notwithstanding the foregoing, the Security Agreement Collateral shall not include any Property in which a Grantor is not permitted, by Applicable Law or by the terms of any Instrument to which such Grantor is a party or by which such Grantor or any of its Property is bound, to grant a security interest or Lien; PROVIDED, HOWEVER, that all Proceeds of any and all Property described in the foregoing provisions of this PARAGRAPH (c) shall in any event constitute Security Agreement Collateral in which the Collateral Agent shall have a security interest and Lien. (d) Each Grantor acknowledges and agrees that, in applying the law of any jurisdiction that at any time enacts all or substantially all of the uniform provisions of revised Article 9 of the Uniform Commercial Code approved in 1998 by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, the foregoing collateral description covers, and is intended to cover, all Property of such Grantor of every description.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Lender, and does hereby pledge and grant to the LenderAgent for the benefit of the Funds, a continuing security interest of first priority in, and lien on, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viii) all insurance policies, (ix) all Permits, (x) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and InstrumentsInvestment Property, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding ; provided however, that the foregoing provisions Collateral shall not include the assets of Section 1.1the Company or AuraSound licensed to (A) Daewoo Electronics Co., Ltd. pursuant to that certain License Agreement dated August 19, 1996 (the "Daewoo License Agreement") only to the extent that any General Intangibles, not including any Receivables, included a security interest in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or such Collateral is prohibited under the original terms of the licenseDaewoo License Agreement, lease or other agreement applicable thereto without and (B) Speaker Acquisition Sub pursuant to that certain Assignment and License Agreement dated July 15, 1999 (the consent "Algo License Agreement") only to the extent a security interest in such Collateral is prohibited under the original terms of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral"Algo License Agreement. (b) The security interest of the Lender Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor the Assignors may acquire at any time during the continuation of this Agreement.

Grant of Security Interests. (a) As security for In order to secure the prompt and complete payment and performance when due of all of its Obligationsthe Secured Obligations in accordance with the terms thereof, each Assignor does Debtor hereby assign grants to Agent, for the benefit of Agent and transfer unto the Lender, and does hereby pledge and grant to the LenderLenders, a continuing security interest of first priority in, in and lien on, to all of the right, title and interest of such Assignor in, to and under all of Debtor in the followingfollowing property, whether now owned or existing or hereafter from time acquired or arising and regardless of where located (all being collectively referred to time acquired: as the "Collateral"): (iA) each and every ReceivableAccounts; (B) Inventory; (C) General Intangibles, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts those agreements, leases, licenses and contracts to which a Debtor is or may be a party which by their terms cannot be pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with prohibit the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto assignment thereof without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles to the extent any necessary consents shall not be included have been obtained (collectively, "Non- Assignable Contracts"); (D) Documents; (E) Instruments; (F) Equipment, other than Equipment subject to purchase money Liens permitted by the Credit Agreement which prohibit the granting of subordinate Liens; (G) Fixtures; (H) Investment Property; (I) Any Depositary Account and all other deposit accounts of such Debtor maintained with any bank or financial institution; (J) All cash deposited therein from time to time and other monies and property of such Debtor in the "Collateral"; provided, however, upon obtaining possession or under the control of Agent or any of such consents, such General Intangibles shall be included in the "Collateral".Lender; (bK) The security interest of the Lender under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time during evidence or contain information relating to any of the continuation property described in subparts (A) - (J) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (L) Proceeds of this Agreementall or any of the property described in subparts (A) - (K) above. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, such Debtor shall have the exclusive, non-transferable right and license to use the Intellectual Property and the exclusive right to grant to other Persons licenses and sublicenses with respect to the Intellectual Property.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instrumentsother assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities securities, instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xxii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation term of this Agreement. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, it is acknowledged and agreed that the security interests created hereby in any Equipment subject to the Vendor Financing Agreement shall be second in priority to the security interest in such Equipment created pursuant to the Vendor Financing Agreement for so long, and for only so long, as the Vendor Financing Agreement remains in effect, and upon the termination of the Vendor Financing Agreement, such Equipment shall be subject to a first priority security interest pursuant to this Agreement without any further action on the part of any Assignor, the Collateral Agent or any Secured Creditor. (d) Notwithstanding anything to the contrary contained in clauses (a) and (b) above or elsewhere in this Agreement, it is acknowledged and agreed that (i) the security interest created hereby shall not extend to any computer program or patents owned by a third Person in which any Assignor has rights of usage thereof to the extent (and only to the extent) the granting of a security interest therein is expressly prohibited by an agreement relating thereto to which such Assignor is a party and (ii) the security interest created hereunder in, and the Collateral Agent's and the Secured Creditors' rights and remedies hereunder with respect to, any Patents that any Assignor has granted rights therein to a third Person shall be subject to the respective agreement relating to such grant for so long as, and for only so long as, such agreement remains in effect; provided, however, that (A) such computer programs or patents, as the case may be, described in preceding clause (i) above shall be excluded from the Collateral only to the extent and only for so long as the relevant agreement continues validly to prohibit the creation of such security interest, and upon the expiration of such prohibition, all computer programs or patents, as the case may be, as to which such prohibition previously applied shall automatically be included in the Collateral, without any further action on the part of any Assignor, the Collateral Agent, or any other Secured Creditor and (B) any residual rights of the respective Assignor or Assignors with respect to Patents described in preceding clause (ii) above shall be included in the Collateral (and not be subject to the interest of any third Persons to the fullest extent permitted under the relevant agreement described in clause (ii) above). (e) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.

Grant of Security Interests. (a) As security for In order to secure the prompt and complete payment and performance when due of all of its Obligationsthe Secured Obligations in accordance with the terms thereof, each Assignor does Debtor hereby assign assigns and transfer unto the Lender, and does hereby pledge and grant grants to the Lender, Lender a continuing security interest of first priority in, in and lien on, to all of the right, title and interest of such Assignor in, to and under all of Debtor in the followingfollowing property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (A) Accounts; (B) Inventory; (C) General Intangibles; (D) Documents; (E) Instruments; (F) Equipment; (G) Fixtures; (H) All deposit accounts of Debtor maintained with any bank or financial institution; (I) The Collateral Account, all cash deposited therein from time to time acquired: and other monies and property of Debtor in the possession or under the control of Lender; (iJ) each All Investment Property and every ReceivableFinancial Assets; (K) All books, (ii) all Contractsrecords, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged)ledger cards, (iii) all Inventoryfiles, (iv) all Equipmentcorrespondence, (v) all Markscomputer programs, together with the registrations tapes, disks and right related data processing software that at any time evidence or contain information relating to all renewals thereof, and the goodwill any of the business property described in subparts (A) - (J) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (L) Products and Proceeds of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (x) all Proceeds and products of any and all of the foregoing property described in subparts (all of the A) -(K) above, collectively, the "Collateral"). Notwithstanding the foregoing provisions foregoing, so long as no Event of Section 1.1Default has occurred and is continuing, Debtor (a) shall have the right to the extent that any General Intangibles, not including any Receivables, included transfer or grant to other Persons licenses and sublicenses with respect to Intellectual Property in the term "Collateral" are not assignable or capable ordinary course of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto its business and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest may otherwise dispose of Collateral in accordance with and subject to the Lender under this Agreement extends to all Collateral of restrictions contained in the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Loan Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the LenderCollateral Agent, and does hereby pledge and grant to the LenderCollateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, and lien on, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: : (i) each and every Receivable, Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims described in Annex F; (vi) all proprietary information of such Assignor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, all recorded data of any kind or nature, regardless of the medium of recording and Trade Secret Rights; (vii) Contracts, together with all Contract Rights arising thereunder thereunder; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all other than Contracts which deposit, cash management and similar accounts maintained by their terms cannot such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be pledged), deposited in any of the foregoing; (iiixi) all Documents; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory, ; (ivxvi) all Equipment, Investment Property; (vxvii) all MarksLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks and Domain Names, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ; (vixix) all Patents and Copyrights, Patents; (viixx) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, Permits; (viiixxi) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Software; (ixxxii) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and Supporting Obligations; and (xxxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral". (b) The security interest of the Lender Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the continuation term of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, (I) in the event that any Assignor acquires an item of Collateral at any time following the date hereof a security interest in which can not be perfected by a filing of a UCC financing statement, such Assignor may elect (which election shall be made by delivering written notice thereof to the Collateral Agent) that such Collateral shall not be required to be pledged pursuant to this Agreement as otherwise required above in this Section 1.1 so long as the book value or fair market value (as determined in good faith by the Borrower), whichever is greater, thereof is less than $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets excluded from the security interests granted hereunder provided in this clause (c)(I), exceed $5,000,000) and (II) this Agreement shall not constitute a grant of security interest in any Excluded Assets. (d) Notwithstanding anything to the contrary in the Credit Documents, none of the Assignors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office or as otherwise specified pursuant to the UCC) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property, (B) filings in United States government offices with respect to United States registered and applied for Patents, Marks and Copyrights of any Assignor as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and Chattel Paper as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control”, (iii) to take any action (other than the actions listed in clause (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in the Pledge Agreement.