Common use of Grant of Security Clause in Contracts

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lender a continuing Lien on and security interest in, in all of such GrantorBorrower’s right, title and interest in, in and to and under the following (the “Collateral”): (i) 1. all letters patent of the Patents United States and Patent all applications for letters patent of the United States, including those set forth in Schedule A hereto, and all reissues, continuations, divisions, continuations-in-part or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein (the “Patents”); 2. all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (ii) the Trademark if any), and service mark all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, including those set forth in Schedule B hereto hereto, together with all goodwill associated therewith or symbolized thereby (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law) (the “Trademarks”), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and and/or payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoingforegoing provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents all patents, patent applications, utility models and Patent applications statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto, including, without limitation, those set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and service mark registrations and applications set forth in Schedule B hereto other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together together, in each case, with the goodwill symbolized thereby, including, without limitation, those set forth in Schedule B hereto (the “Trademarks”); (iii) all Copyrightscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting supporting Obligations (as defined in the Security Agreement) relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The undersigned hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatfollowing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the copyright registrations shares of stock and applications and exclusive copyright licenses other Equity Interests set forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the securities and securities/deposit accounts set forth on Schedule II hereto), Agreement Collateral (including, without limitation, each of the agreements listed on Schedule III hereto), Account Collateral (including, without limitation, the deposit accounts set forth on Schedule IV hereto), Intellectual Property Collateral, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule C V hereto; ), all books and records (ivincluding, without limitation, subject to applicable law, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. Notwithstanding the foregoing provisions of this Section 1, in no event shall the security interest granted hereunder attach to any contract, license, permit or franchise to which the undersigned is a party or any of its rights or interests thereunder, or any property or assets subject to any contract, license, permit or franchise, if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the undersigned therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract, license, permit or franchise, except, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity; provided, that notwithstanding the foregoing, such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract, license, permit or franchise, or property subject thereto, that does not result in any of the consequences specified in clause (x) or (y) above.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Lender for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s the right, title and interest of such Grantor in, to and under the following following, wherever located, and whether now existing or hereafter arising or acquired from time to time (the “IP Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto1 hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions and reexaminations thereof and amendments thereto (the “Patents”); (iib) the Trademark and service mark trademark registrations and applications set forth in Schedule B hereto 2 hereto, together with the goodwill connected with the use of and symbolized thereby and all extensions and renewals thereof (provided that no security interest shall be granted in the “Trademarks”), excluding only United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant grant, attachment or enforcement of a security interest therein would would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyapplications; (iiic) all Copyrightsthe copyright registrations, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the applications and copyright registrations and applications and exclusive copyright licenses exclusively licensed to each Grantor set forth in Schedule C 3 hereto, and all extensions and renewals thereof (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretounder any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (ve) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (f) any and all claims and causes of action, with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue s▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for Subject to the due rights and punctual payment obligations described in the Intercreditor Agreement which sets forth the relative rights, interests and performance in full priorities of the Obligations, Secured Parties (as and when due, each Grantor hereby pledges and assigns defined therein) with respect to the Collateral AgentCollateral, its successors and permitted assigns, and the undersigned hereby grants to the Collateral Agent, its successors and permitted assignsTrustee, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatfollowing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the copyright registrations shares of stock and applications and exclusive copyright licenses other Equity Interests set forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the securities and securities/deposit accounts set forth on Schedule II hereto), Agreement Collateral (including, without limitation, each of the agreements listed on Schedule III hereto), Account Collateral (including, without limitation, the deposit accounts set forth on Schedule IV hereto), Intellectual Property Collateral, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule C V hereto; ), all books and records (ivincluding, without limitation, subject to applicable law, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. Notwithstanding the foregoing provisions of this Section 1, in no event shall the security interest granted hereunder attach to any contract, license, permit or franchise to which the undersigned is a party or any of its rights or interests thereunder, or any property or assets subject to any contract, license, permit or franchise, if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the undersigned therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract, license, permit or franchise, except, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity; provided, that notwithstanding the foregoing, such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract, license, permit or franchise, or property subject thereto, that does not result in any of the consequences specified in clause (x) or (y) above.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and and/or all of the collateral of foregoing or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Additional Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications or the marks that are the subject thereof under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;; and (v) any and all income, fees, royalties, damages, claims for and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages and injunctive relief payments for past, present and or future infringementinfringements, dilutiondilutions, misappropriationmisappropriations, violationviolations, misuse misuses or breach with respect to any of the foregoingbreaches thereof, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Secured Obligations, as and when due, each Grantor hereby assigns and pledges and assigns to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”): ): (ia) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, the Patents goodwill of the business symbolized thereby or associated therewith, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent applications set forth and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule A hereto; under the heading “Trademark Registrations and Applications”, (iib) all rights and privileges arising under applicable law with respect to such Grantor’s use of any trademarks, (c) all reissues, continuations, extensions and renewals thereof and amendments thereto, (d) all income, fees, royalties, damages and payments now and hereafter due and/or payable with respect to any of the foregoing, including damages, claims and payments for past, present or future infringements thereof, (e) all rights corresponding thereto throughout the world and (f) rights to ▇▇▇ for past, present and future infringements or dilutions thereof or other injuries thereto. Notwithstanding anything herein to the contrary, (a) in no event shall the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no Collateral include or the security interest shall be granted in United States intent-to-use trademark applications under this Section 2 attach to any “intent to use” application for registration of a Trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-intent to use trademark applications application under applicable federal law)law and (b) if, together with for so long and to the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by extent as any such Grantor, including, without limitationasset constitutes Excluded Property, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but security interest granted under this Section 2 shall not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect attach to, and Supporting Obligations relating the Trademark Collateral shall not include, such asset, provided, however, that the security interest granted under this Section 2 shall immediately attach to, and the Trademark Collateral shall immediately include, any and all of the collateral of such asset (or arising from any of the foregoingportion thereof) upon such asset (or such portion) ceasing to be Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Purchaser a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto to the extent assignable (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent as a Noteholder and the Noteholders, any other Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the United States Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark United States Trademarks and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all United States Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby The Debtor grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such GrantorDebtor’s rightrights, title priorities and interest inprivileges relating to intellectual property, to and whether arising under the following United States, multinational or foreign laws or otherwise (all of which shall collectively be called the “Intellectual Property Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the following: (i) all copyright rights throughout the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship fixed in any tangible medium of expression, acquired or used by the Debtor, whether registered or unregistered and whether published or unpublished, all applications, registrations and applications recordings thereof (including, without limitation, applications, registrations and exclusive copyright licenses recordings in the United States Copyright Office or in any similar office or agency of the United States, any other union of countries, country or any political subdivision thereof), including without limitation those set forth on Exhibit A; (ii) domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general intangibles of like nature, now existing or hereafter acquired, all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in Schedule the United States Patent and Trademark Office, or in any similar office or agency of the United States or union of countries, any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof, , including without limitation the patents and patent applications set forth on Exhibit B attached hereto; (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office, or in any similar office or agency of the United States or union of countries, any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof, and all common law rights related thereto, together with all goodwill of the business symbolized by such marks and all customer lists, formulae and other records of the Debtor relating to the distribution of products and services in connection with which any of such marks are used, including without limitation those set forth on Exhibit C attached hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any trade secrets arising under the laws of the foregoingUnited States, all rights in the foregoing provided by international treaties any other union of countries, country or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretopolitical subdivision thereof; (v) all rights to obtain any and reissues, renewals or extensions of the foregoing; (vi) all claims licenses for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vivii) any all causes of action for infringement of the foregoing. This security interest is granted in conjunction with the security interest granted to the Agent, for the benefit of the Secured Parties, pursuant to that certain Security Agreement, dated as of even date herewith, by the Company for the benefit of the Agent and all Proceedsthe Secured Parties. The rights and remedies of the Agent with respect to the security interest granted hereby are in addition to those set forth in the Security Agreement and the Subsidiary Guarantee, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments those which are now or hereafter due available to the Agent and payable with respect tothe Secured Parties as a matter of law or equity. Each right, power and Supporting Obligations relating to, any and all remedy of the collateral Agent or the Secured Parties provided for herein or in the Security Agreement or the Subsidiary Guarantee, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by the Agent of any one or arising from any more of the foregoingrights, powers or remedies provided for in this Intellectual Property Security Agreement, the Security Agreement or the Subsidiary Guarantee, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including the Agent, of any or all other rights, powers or remedies. In the event of any contradiction between this Intellectual Property Security Agreement and the Security Agreement, the provisions of the Security Agreement will prevail.

Grant of Security. As collateral In addition to the security for interest set forth in the due and punctual payment and performance in full of the Obligations, as Interim Order (and when dueapplicable, the Final Order), each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Secured Party a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral In addition to the security for interest set forth in the due and punctual payment and performance in full of the Obligations, as Interim Order (and when dueapplicable, each Grantor hereby pledges and assigns to the Collateral AgentFinal Order), its successors and permitted assigns, and the undersigned hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest inin and to its Collateral consisting of the following, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightseach case, whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Security Collateral (including, without limitation, the copyright registrations and applications and exclusive copyright licenses indebtedness set forth in on Schedule A hereto and the securities and securities/deposit accounts set forth on Schedule B hereto), Receivables, Related Contracts, Agreement Collateral, Account Collateral (including the deposit accounts set forth on Schedule C hereto; ), Intellectual Property Collateral, all books and records (ivincluding, without limitation, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, and (B) cash.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Purchaser a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for Pledgor hereby grants, and hereby confirms the due and punctual payment and performance in full of grant pursuant to the ObligationsSecurity Agreement, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest inin and to the Intellectual Property Collateral, to and under the following (the “Collateral”):including, without limitation: (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications applications, together with the goodwill associated therewith, set forth in Schedule B hereto (provided that no security interest shall be granted in but excluding any United States intent-to-use trademark applications prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith to the extent that, and solely during the period in which, the that a grant of a security interest therein would impair violates 15 U.S.C. § 1060(a)(1) or applicable law; provided that upon the validity filing and acceptance of a statement of use or enforceability of an amendment to allege use in connection therewith, such United States intent-to-use trademark applications under applicable federal lawapplication shall be automatically included as part of the Pledged Collateral without further action by Pledgor, the Collateral Agent or any other person), together with the goodwill symbolized thereby; (iii) all Copyrightscopyrights, (whether registered or unregistered, ) now owned or hereafter acquired by such GrantorPledgor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse violation or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant grant, attachment or perfection of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications or any registrations resulting therefrom under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, including without limitation, limitation the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing; provided that, notwithstanding anything herein to the contrary, the term “Collateral” as used herein shall not include any Excluded Collateral.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Trustee for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Creditors a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use intent‑to‑use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use intent‑to‑use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-partcontinuations‑in‑part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; andand HN\1119607.7 (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Intellectual Property Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) the Patents all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and Patent service ▇▇▇▇ registrations, and applications set forth for trademark or service ▇▇▇▇ 1 Insert appropriate sequential numeric reference. registrations and any new renewals thereof, including, without limitation, each registration and application identified in Schedule A 1 attached hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States , however, not including any pending “intent-to-use use” application for registration of a trademark applications or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the extent filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law)Law, together with (ii) the goodwill symbolized thereby; right to ▇▇▇ or otherwise recover for any and all past, present and future infringements, dilutions and other violations thereof, (iii) all Copyrightsincome, whether registered royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or unregisteredother disposition thereof and damages and payments for past, now owned present or hereafter acquired by future infringements, dilutions and other violations thereof), and (iv) all other rights of any kind whatsoever of such GrantorGrantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above; (i) all patents, patent applications and patentable inventions, including, without limitation, the copyright registrations each issued patent and applications and exclusive copyright licenses set forth patent application identified in Schedule C 1 attached hereto; , (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, reexaminations and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventionsimprovements thereon, all rights corresponding thereto throughout the world and (vi) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vi) all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (viiv) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties royalties, damages and other payments now or and hereafter due and and/or payable with respect tothereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and Supporting Obligations relating to, (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and D. any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Trustee for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and second priority security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lender a continuing Lien on and security interest in, in and lien upon all of such GrantorBorrower’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such GrantorBorrower, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Borrower accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Creditors, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use intent‑to‑use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use intent‑to‑use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-partcontinuations‑in‑part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; andand HN\1119607.7 (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications any trademark, whether registered, unregistered or applied for, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each (a) Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors Agent a continuing first priority security interest in and permitted assigns, for the ratable benefit to all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Collateral”"): (i) the Patents United States, international, and Patent foreign patents, patent applications and patent licenses set forth in on Schedule A and B hereto; (ii) the Trademark , as Schedule A and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall may be granted in United States intent-to-use trademark applications supplemented from time to time by supplements to the extent thatSecurity Agreement and this Agreement which may be executed and delivered by the Grantor to the Agent, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law)from time to time, together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals extensions and reexaminations of any of the foregoingthereof, and all rights in the foregoing therein provided by international treaties or conventions, all rights corresponding thereto throughout conventions (the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto"Patents"); (vii) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse misappropriation or breach with respect to any of the foregoingPatents, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (viiii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing. (b) The pledge and collateral assignment of, and the grant of a first priority security interest in, the Collateral by the Grantor under this Agreement secures the payment of all Obligations of the Grantor now or hereafter existing, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. (c) The Grantor authorizes and requests that the Commissioner of Patents and Trademarks and any other applicable government officer record this Agreement.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each (a) Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under all of the following personal property, in each case whether now owned or existing or hereafter acquired, possessed or arising, whether tangible or intangible, wherever located (all of which collectively shall hereinafter be referred to as the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A heretoall Accounts; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyall Chattel Paper; (iii) all CopyrightsMoney and all Deposit Accounts, whether registered or unregistered, now owned or hereafter acquired by together with all amounts on deposit from time to time in such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoDeposit Accounts; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretoDocuments; (v) any all General Intangibles, including Payment Intangibles and all claims for damages Intellectual Property; (vi) all Goods, including Inventory, Equipment, Farm Products and injunctive relief for pastFixtures; (vii) all Instruments; (viii) all Investment Property; (ix) all Letter-of-Credit Rights and other Supporting Obligations; (x) all Records; (xi) all Commercial Tort Claims, present including those set forth on Schedule 1 annexed hereto; (xii) all books and future infringement, dilution, misappropriation, violation, misuse or breach records relating to any of the foregoing; and (xiii) all Proceeds and Accessions with respect to any of the foregoingforegoing Collateral. Each category of Collateral set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC), with it being the right, but not intention of the obligation, Grantors that the description of the Collateral set forth above be construed to sue for and collect, or otherwise recover, such damages; andinclude the broadest possible range of assets. (vib) Notwithstanding anything herein to the contrary, in no event shall the Collateral include (nor shall any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect todefined term used therein include), and Supporting Obligations relating tono Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in any Excluded Property. (c) Notwithstanding anything herein to the contrary, (i) the Grantors shall not be required to take any action intended to cause “Excluded Property” to constitute Collateral and all (ii) none of the collateral of covenants or arising from representations and warranties herein or in any of the foregoingother Security Document shall be deemed to apply to any property constituting Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby grants a first priority ----------------- security interest in, pledges and assigns mortgages, but does not transfer title, to the Collateral Agent, Administrative Agent for its successors benefit and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent Lenders and the Noteholders, a continuing Lien on and security interest inInterest Rate Exchangers, all of such Grantor’s 's right, title and interest in, in and to and under the following (the “Collateral”"COLLATERAL") to secure the Secured Obligations (as hereinafter defined): (a) Each of the Copyrights, rights, titles and interests in and to the Copyrights and works protectable by copyright, which are presently, or in the future may be, owned, created, authored (as a work for hire), acquired or used (whether pursuant to a license or otherwise) by Grantor, in whole or in part, and all Copyright Rights with respect thereto and all Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensions thereof, throughout the world, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to ▇▇▇ or bring opposition or cancellation proceedings in the name of Grantor or in the name of Administrative Agent or Lenders or Interest Rate Exchangers for past, present and future infringements of the Copyrights and Copyright Rights, including, without limitation: (i) the Patents all of Grantor's right, title and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications interest, to the extent thatthat it has the same, in and solely during the period to all copyrights or rights or interests in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether copyrights registered or unregistered, now owned or hereafter acquired by such Grantorrecorded in the United States Copyright Office, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Registrations listed on Schedule C A attached hereto, as the same may be amended pursuant hereto from time to time; (ivii) all reissuesof Grantor's right, divisionstitle and interest, continuationsto the extent that it has the same, continuations-in-part, extensions, in and to all renewals and reexaminations extensions of any of such copyrights that may be secured under the foregoing, all rights law now or hereafter in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world force and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damageseffect; and (viiii) any all of Grantor's right, title and interest, to the extent that it has the same, to make and exploit all Proceedsderivative works based on or adopted from all works covered by the copyrights referred to herein; it being understood and agreed that the Collateral assigned hereby shall include, including without limitation Cash limitation, rights and Noncash Proceeds ofinterests pursuant to licensing or other contracts in favor of Grantor pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third-parties, collateral forbut in the case of third-parties which are not Affiliates of Grantor only to the extent permitted by such licensing or other contracts and, incomeif not so permitted, royalties and other payments now or hereafter due and payable only with respect to, and Supporting Obligations the consent of such third-parties; (b) All general intangibles (as defined in Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "CODE") relating to, to the Collateral; and (c) All proceeds of any and all of the collateral foregoing Collateral (including, without limitation, license royalties and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance (whether or arising from not Administrative Agent or any Lender or Interest Rate Exchanger is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing Collateral. For purposes of this Agreement, the term "PROCEEDS" includes whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto. It is the intention of Grantor and Administrative Agent that the security interest granted hereby shall attach to the Collateral as of the foregoing.date hereof and shall remain in effect until the indefeasible payment in full of the Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letter of Credit. In addition to, and not by way of limitation of, the pledge and mortgage of the Collateral set forth above, Grantor hereby, effective upon the occurrence of an Event of Default, assigns, grants, sells, conveys, transfers and sets over to Administrative Agent for its benefit and the ratable benefit of Lenders and Interest Rate Exchangers all of Grantor's rights, title and interest in and to the Collateral as security for the Secured

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications and all exclusive patent licenses set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications and all exclusive trademark licenses set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, including the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for Each Pledgor hereby grants, and hereby confirms the due and punctual payment and performance in full of grant pursuant to the ObligationsSecurity Agreement, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest inin and to the After-Acquired Intellectual Property, to and under the following (the “Collateral”):including, without limitation: (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications applications, together with the goodwill associated therewith, set forth in Schedule B hereto (provided that no security interest shall be granted in but excluding any United States intent-to-use trademark applications prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith to the extent that, and solely during the period in which, the that a grant of a security interest therein would impair violates 15 U.S.C. § 1060(a)(1) or applicable law; provided that upon the validity filing and acceptance of a statement of use or enforceability of an amendment to allege use in connection therewith, such United States intent-to-use trademark applications under applicable federal lawapplication shall be automatically included as part of the Pledged Collateral without further action by any Pledgor, the Collateral Agent or any other person), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse violation or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents all patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in any United States intent-to-use trademark applications application for registration of a trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the extent filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability or result in the voiding of such intent-to-use trademark applications application or any registration that issues from such application under applicable federal law), together together, in each case, with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, conventions and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of or arising from to any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersBank, a continuing Lien on and security interest in, in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following following, in each case whether now owned or hereafter acquired, developed, or created by such Grantor or otherwise arising in such Grantor and wherever located (collectively, the “Trademark Collateral”): (a) all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the Patents registrations and Patent applications set forth required to be listed in Schedule A hereto; attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatforegoing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightsof the goodwill of the business connected with the use of and symbolized by any of the foregoing, whether registered (iv) the right to ▇▇▇ or unregisteredotherwise recover for any past, now owned present and future infringement, dilution or hereafter acquired by such Grantorother violation of any of the foregoing or for any injury to the related goodwill, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto (collectively, “Trademarks”); (b) any and all agreements, licenses and covenants providing for the copyright registrations and applications and exclusive copyright licenses set forth granting of any right in or to any Trademark or otherwise providing for a covenant not to ▇▇▇ for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, those listed or required to be listed in Schedule C A attached hereto; (ivc) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of rights to ▇▇▇ or otherwise recover for any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violationor other violation or impairment thereof, misuse including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or breach hereafter due and/or payable with respect thereto; and (d) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, Agent (and its successors and permitted assigns), for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest inin and to the following, to and under whether now owned or hereafter acquired by the following undersigned (collectively, the “Collateral”): (i) i. all Patents, including the Patents patents and Patent patent applications set forth in Schedule A heretoIII hereto (the “Patent Collateral”); (ii) . all Trademarks, including the Trademark trademark and service mark registrations and applications set forth in Schedule B III hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the L▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the L▇▇▇▇▇ Act with respect thereto, to the extent that, and solely during the period period, if any, in which, the grant of a security interest therein or the assignment thereof would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademark Collateral”); (iii) . all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoIII hereto (the “Copyright Collateral”); (iv) . all reissues, divisionsdivisionals, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) v. any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) . any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi) or elsewhere in the Loan Documents, the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecond Lien Secured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby grants a first priority ----------------- security interest in, pledges and assigns mortgages, but does not transfer title, to the Collateral Agent, Administrative Agent for its successors benefit and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent Lenders and the Noteholders, a continuing Lien on and security interest inInterest Rate Exchangers, all of such Grantor’s 's right, title and interest in, in and to and under the following (the “Collateral”"COLLATERAL") to secure the Secured Obligations (as hereinafter defined): (a) Each of the Copyrights, rights, titles and interests in and to the Copyrights and works protectable by copyright, which are presently, or in the future may be, owned, created, authored (as a work for hire), acquired or used (whether pursuant to a license or otherwise) by Grantor, in whole or in part, and all Copyright Rights with respect thereto and all Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensions thereof, throughout the world, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to ▇▇▇ or bring opposition or cancellation proceedings in the name of Grantor or in the name of Administrative Agent or Lenders or Interest Rate Exchangers for past, present and future infringements of the Copyrights and Copyright Rights, including, without limitation: (i) the Patents all of Grantor's right, title and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications interest, to the extent thatthat it has the same, in and solely during the period to all copyrights or rights or interests in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether copyrights registered or unregistered, now owned or hereafter acquired by such Grantorrecorded in the United States Copyright Office, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Registrations listed on Schedule C A attached hereto, as the same may be amended pursuant hereto from time to time; (ivii) all reissuesof Grantor's right, divisionstitle and interest, continuationsto the extent that it has the same, continuations-in-part, extensions, in and to all renewals and reexaminations extensions of any of such copyrights that may be secured under the foregoing, all rights law now or hereafter in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world force and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damageseffect; and (viiii) any all of Grantor's right, title and interest, to the extent that it has the same, to make and exploit all Proceedsderivative works based on or adopted from all works covered by the copyrights referred to herein; it being understood and agreed that the Collateral assigned hereby shall include, including without limitation Cash limitation, rights and Noncash Proceeds ofinterests pursuant to licensing or other contracts in favor of Grantor pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third-parties, collateral forbut in the case of third-parties which are not Affiliates of Grantor only to the extent permitted by such licensing or other contracts and, incomeif not so permitted, royalties and other payments now or hereafter due and payable only with respect to, and Supporting Obligations the consent of such third-parties; (b) All general intangibles (as defined in Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "CODE") relating to, to the Collateral; and (c) All proceeds of any and all of the collateral foregoing Collateral (including, without limitation, license royalties and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance (whether or arising from not Administrative Agent or any Lender or Interest Rate Exchanger is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing Collateral. For purposes of this Agreement, the term "PROCEEDS" includes whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto. It is the intention of Grantor and Administrative Agent that the security interest granted hereby shall attach to the Collateral as of the foregoingdate hereof and shall remain in effect until the indefeasible payment in full of the Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letter of Credit. In addition to, and not by way of limitation of, the pledge and mortgage of the Collateral set forth above, Grantor hereby, effective upon the occurrence of an Event of Default, assigns, grants, sells, conveys, transfers and sets over to Administrative Agent for its benefit and the ratable benefit of Lenders and Interest Rate Exchangers all of Grantor's rights, title and interest in and to the Collateral as security for the Secured Obligations.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges assigns and assigns transfers to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersLenders, a continuing Lien on and security interest in, all of the following property, wherever located and, in each case, now directly owned or at any time hereafter directly acquired and owned by such Grantor or in which such Grantor now has or at any time in the future directly acquires and holds any right, title or interest (collectively, the “Trademark Collateral”) as collateral security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s right, title and interest in, to and under the following (the “Collateral”):Obligations: (ia) the Patents All domestic, foreign and Patent applications set forth in Schedule A hereto; (ii) the Trademark multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet Domain Names and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant other indicia of a security interest therein would impair the validity origin or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightssource identification, whether registered or unregistered, now owned or hereafter acquired by such Grantorand with respect to any and all of the foregoing, and all registrations and applications for registration thereof including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth listed in Schedule C heretoA attached hereto (collectively, the “Trademarks”); (ivb) all reissuesagreements, divisionslicenses and covenants providing for the grant to or from the Grantor of any right in or to any Trademark or otherwise providing for or permitting co-existence with respect to a Trademark (including, continuationswithout limitation, continuations-in-partthose listed on Schedule A attached hereto; and (c) in the case of clauses (a) and (b), (i) all extensions, renewals renewals, and reexaminations of any of the foregoingrestorations thereof, (ii) all rights in the foregoing provided by international treaties to ▇▇▇ or conventions, all rights corresponding thereto throughout the world and all other rights of otherwise recover for any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilutiondilution or other violation or impairment thereof, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (viiii) any and all ProceedsProceeds therefrom, including without limitation Cash and Noncash Proceeds oflicense fees, collateral forroyalties, income, royalties payments, claims, damages and other payments proceeds of suit, now or hereafter due and and/or payable with respect to, thereto and Supporting Obligations relating to, (iv) all other rights of any and all of kind accruing thereunder or pertaining thereto throughout the collateral of or arising from any of the foregoingworld.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (ia) [the Patents United States patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”);] (iib) [the Trademark United States trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B A hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to until the extent that, and solely during earlier of (x) the period in which, the grant filing of a security interest therein would impair statement of use therefore or (y) the validity or enforceability issuance of such intent-to-use trademark applications under applicable federal law)a registration thereon, together with the goodwill symbolized thereby) (the “Trademarks”);] (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, [the United States copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoA hereto (the “Copyrights”);] (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, including the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) [the Patents United States patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”);] (iib) [the Trademark United States trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B A hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to until the extent that, and solely during earlier of (x) the period in which, the grant filing of a security interest therein would impair statement of use therefore or (y) the validity or enforceability issuance of such intent-to-use trademark applications under applicable federal law)a registration thereon, together with the goodwill symbolized thereby) (the “Trademarks”);] (iiic) [all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such the Grantor, including, without limitation, the United States copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoA hereto (the “Copyrights”);] (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, recover proceeds arising from such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of Collateral or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby collaterally assigns and pledges and assigns to the Collateral Agent, Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, Agent (and its successors and permitted assigns), for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademark and service mark ▇▇▇▇ registrations and applications applications, including, without limitation, those set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in whichso long as, the grant creation of a security interest therein or the assignment thereof would impair result in the validity or enforceability loss of such intent-to-use trademark applications under applicable federal lawany material rights therein), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of Additional Collateral or arising from any of the foregoing; provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Additional Collateral,” shall not include any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Purchasers a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents United States, international, and Patent foreign patents, patent applications and patent licenses set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall as such Schedule A may be granted in United States intent-to-use trademark applications supplemented from time to time by supplements to the extent thatSecurity Agreement and this IP Security Agreement, each such supplement being in substantially the form of Exhibit C to the Security Agreement (an “IP Security Agreement Supplement”), executed and solely during delivered by such Grantor to the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal lawAgent from time to time), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals extensions and reexaminations of any of the foregoingthereof, and all rights in the foregoing therein provided by international treaties or conventions, all rights corresponding thereto throughout conventions (the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto“Patents”); (vii) the United States and foreign trademark and service ▇▇▇▇ registrations, applications, and licenses set forth in Schedule B hereto (as such Schedule B may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Agent from time to time) (the “Trademarks”); (iii) the copyrights, United States and foreign copyright registrations and applications and copyright licenses set forth in Schedule C hereto (as such Schedule C may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Agent from time to time) (the “Copyrights”); (iv) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse misappropriation or breach with respect to any of the foregoingPatents, Trademarks and Copyrights, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (viv) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s the right, title and interest of Grantor in, to and under the following following, wherever located, and whether now existing or hereafter arising or acquired from time to time (the “IP Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretothe Perfection Certificate dated contemporaneously herewith from Grantor (the “Perfection Certificate”) and all reissues, divisions, continuations, continuations-in-part, renewals, extensions and reexaminations thereof and amendments thereto (the “Patents”); (iib) the Trademark and service mark trademark registrations and applications set forth in Schedule B hereto the Perfection Certificate, together with the goodwill connected with the use of and symbolized thereby and all extensions and renewals thereof (provided that no security interest shall be granted in the “Trademarks”), excluding only United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant grant, attachment or enforcement of a security interest therein would would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyapplications; (iiic) all Copyrightsthe copyright registrations, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the applications and copyright registrations and applications and exclusive copyright licenses exclusively licensed to each Grantor set forth in Schedule C heretothe Perfection Certificate, and all extensions and renewals thereof (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretounder any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (ve) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (f) any and all claims and causes of action, with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue ▇▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and and/or payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoingforegoing provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vii), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Intellectual Property Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) the Patents all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and Patent service ▇▇▇▇ registrations, and applications set forth for trademark or service ▇▇▇▇ registrations and any new renewals thereof, including, without limitation, each registration and application identified in Schedule A 1 attached hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States , however, not including any pending “intent-to-use use” application for registration of a trademark applications or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the extent filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law)Law, together with (ii) the goodwill symbolized thereby; right to ▇▇▇ or otherwise recover for any and all past, present and future infringements, dilutions and other violations thereof, (iii) all Copyrightsincome, whether registered royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or unregisteredother disposition thereof and damages and payments for past, now owned present or hereafter acquired by future infringements, dilutions and other violations thereof), and (iv) all other rights of any kind whatsoever of such GrantorGrantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above; (i) all patents, patent applications and patentable inventions, including, without limitation, the copyright registrations each issued patent and applications and exclusive copyright licenses set forth patent application identified in Schedule C 1 attached hereto; , (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, reexaminations and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventionsimprovements thereon, all rights corresponding thereto throughout the world and (vi) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vi) all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (viiv) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties royalties, damages and other payments now or and hereafter due and and/or payable with respect tothereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and Supporting Obligations relating to, (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and D. any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and and/or all of the collateral of foregoing or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vii), the security interest created hereby shall not extend to, and the term “Additional Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s 's right, title and interest in, in and to and under the following (the “Collateral”"COLLATERAL"): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the "PATENTS"); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the "TRADEMARKS"); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the "COPYRIGHTS"); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Each Pledgor hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) ): all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such GrantorPledgor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; A hereto (iv) the “Copyrights”); all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) ; any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) and any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Pledgor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecond Lien Secured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security Grantor hereby grants Agent, on behalf of and for the due benefit of Secured Parties and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, in all of such Grantor’s their right, title title, and interest in, to and under the following property, whether now or hereinafter existing or acquired, whether tangible or intangible and wherever the same may be located (collectively, the “Collateral”): (ia) the Patents Collection Account; (b) the Material Contracts; (c) the Intellectual Property Rights, including the Patent Rights; (d) the Regulatory Approvals, authorizations, and Patent applications data relating to the Covered Products; (e) all books, records and database extracts of Grantor relating to any of the foregoing Collateral; and (f) all proceeds of or from any and all of the foregoing Collateral, including all payments under any indemnity, warranty or guaranty, and all money now or at any time in possession or control of, or in transit to, Secured Parties and Agent, relating to any of the foregoing Collateral. Notwithstanding the foregoing definition of the term “Collateral,” the foregoing security interest is granted subject to all of the obligations of Grantor set forth in Schedule A hereto;the Elyxyb License Agreement and the Gloperba License Agreement, and Agent agrees not to take any action, in foreclosure proceedings, in bankruptcy proceedings or otherwise, to disturb or challenge the enforceability of the applicable Counterparty’s rights under the Elyxyb License Agreement and the Gloperba License Agreement. (iii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States any intent-to-use trademark applications application prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law, (ii) any lease, license or other contract or any governmental authorization, certificate, charter, franchise, approval and consent of Grantor (other than any proceeds and receivables thereof unless such proceeds and receivables would otherwise be excluded from Collateral pursuant to the terms of this paragraph) if the grant of a security interest in such lease, license, contract, governmental authorization, certificate, charter, franchise, approval or consent in the manner contemplated by this Agreement is prohibited by the terms of such lease, license, contract governmental authorization, certificate, charter, franchise, approval or consent (provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or by Applicable Law and would result in the termination of such lease, license or contract in favor of any other party thereto (other than Grantor) or give the other parties thereto (other than Grantor) the right to terminate, accelerate or otherwise adversely alter grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or requires any consent from the counterparty thereto or a Governmental Authority not obtained (without any requirement to obtain such consent or authorization), together with after giving effect to the goodwill symbolized thereby; applicable anti- assignment provisions of the UCC, or (iii) all Copyrightsassets to the extent the pledge thereof or grant of security interests therein (A) is prohibited by any Applicable Law, whether registered rule or unregistered, now owned or hereafter acquired by such Grantor, including, without limitationregulation (other than proceeds and receivables thereof, the copyright registrations assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition), or (B) requires any consent, approval, license or other authorization of any third party (other than the Grantor or its Subsidiaries) pursuant to a contract binding on such asset (provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset and applications was not incurred in contemplation thereof) or Governmental Authority not obtained, other than to the extent such prohibition or restriction would be rendered ineffective under the UCC (other than proceeds and exclusive copyright licenses receivables thereof, the assignment of which is expressly deemed effective under the UCC); provided that, in the event of the termination or elimination of any such prohibition or the requirement for any consent for the pledge or grant of security interest in such asset to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such asset shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. Each item of Collateral listed in this Section 2 that is defined in Article 9 of the UCC shall have the meaning set forth in Schedule C hereto; (iv) all reissuesthe UCC. For the avoidance of doubt, divisions▇▇▇▇▇▇▇’s rights, continuationstitle and interest in and to the Purchased Receivables have been sold, continuations-in-partassigned, extensionstransferred, renewals conveyed and reexaminations of any granted to the Secured Parties pursuant to the Purchase Agreement and it is the intention of the foregoingParties that such transaction be treated as a true and absolute sale, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoingrecourse.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assignsfor the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) i. all Patents, including the Patents patents and Patent patent applications set forth in Schedule A heretoIII hereto (the “Patent Collateral”); (ii) . all Trademarks, including the Trademark trademark and service mark registrations and applications set forth in Schedule B III hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the L▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the L▇▇▇▇▇ Act with respect thereto, to the extent that, and solely during the period period, if any, in which, the grant of a security interest therein or the assignment thereof would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademark Collateral”); (iii) . all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoIII hereto (the “Copyright Collateral”); (iv) . all reissues, divisionsdivisionals, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) v. any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) . any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing; provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi) or elsewhere in the Loan Documents, the security interest created hereby shall not extend to, and the term “Additional Collateral,” shall not include any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The undersigned hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, and a security interest is taken in all of such Grantor’s its right, title and interest inin and to its Collateral, to and under including without limitation the following (the “Collateral”): (i) the Patents and Patent applications set forth following, in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively and hereinafter, the undersigned's “Collateral”): all Equipment, Inventory, Security Collateral (including, without limitation, the copyright registrations and applications and exclusive copyright licenses indebtedness set forth in on Schedule A hereto and the securities and securities/deposit accounts set forth on Schedule B hereto), Receivables, Related Contracts, Agreement Collateral, Account Collateral (including, the deposit accounts set forth on Schedule C hereto; ), Intellectual Property Collateral, all books and records (ivincluding, without limitation, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for undersigned's Collateral and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash all its present and Noncash Proceeds after acquired personal property, and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned's Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, and (B) cash.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications and all exclusive patent licenses set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications and all exclusive trademark licenses set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, including the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Each Pledgor hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) ): the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B A hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; thereby (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) “Trademarks”); all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) ; any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) and any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Pledgor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby collaterally assigns and pledges and assigns to the Collateral Agent, Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, Agent (and its successors and permitted assigns), for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest inin and to the following, to and under whether now owned or hereafter acquired by the following undersigned (the “Collateral”): (i) the Patents all patents and Patent applications patent applications, including, without limitation, those set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademark and service mark ▇▇▇▇ registrations and applications applications, including, without limitation, those set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in whichso long as, the grant creation of a security interest therein or the assignment thereof would impair result in the validity or enforceability loss of such intent-to-use trademark applications under applicable federal lawany material rights therein), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, all of such in the Grantor’s right, title and interest in, in and to and under the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”):), whether now owned or existing or hereafter acquired or arising: (i) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, owned by the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto Grantor, (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark applications under applicable federal law), together including, without limitation, each Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark; (ii) each Trademark license to which the Grantor is a party, including, without limitation, each Trademark license referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized therebyby, each Trademark licensed pursuant thereto; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications for registration for any Trademark, together with all extensions and exclusive copyright licenses set forth in Schedule C heretorenewals thereof; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such the Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The Canadian Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Canadian Secured Parties a continuing Lien on and security interest inin each type of property described below, and all of such Grantorthe Canadian Borrower’s right, title and interest intherein and thereto, to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto; (iib) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications any trademark, whether registered, unregistered or applied for, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorthe Canadian Borrower, including, without limitation, the copyright registrations and applications and exclusive copyright licenses licences set forth in Schedule C hereto; (ivd) all industrial designs, whether registered or unregistered, now owned or hereafter acquired by the Canadian Borrower, including, without limitation, the industrial design registrations and applications set forth in Schedule D hereto; (e) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor the Canadian Borrower accruing thereunder or pertaining thereto; (vf) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vig) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following following, in each case whether now owned or hereafter acquired, developed, or created by such Grantor or otherwise arising in such Grantor and wherever located (collectively, the “Trademark Collateral”): (a) all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the Patents registrations and Patent applications set forth required to be listed in Schedule A hereto; attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatforegoing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightsof the goodwill of the business connected with the use of and symbolized by any of the foregoing, whether registered (iv) the right to ▇▇▇ or unregisteredotherwise recover for any past, now owned present and future infringement, dilution or hereafter acquired by such Grantorother violation of any of the foregoing or for any injury to the related goodwill, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto (collectively, “Trademarks”); (b) any and all agreements, licenses and covenants providing for the copyright registrations and applications and exclusive copyright licenses set forth granting of any right in or to any Trademark or otherwise providing for a covenant not to ▇▇▇ for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, those listed or required to be listed in Schedule C A attached hereto; (ivc) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of rights to ▇▇▇ or otherwise recover for any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violationor other violation or impairment thereof, misuse including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or breach hereafter due and/or payable with respect thereto; and (d) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) ): the Patents patents and Patent patent applications set forth in Schedule A hereto; hereto (ii) the Trademark “Patents”); the trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications applications, or any trademark registrations issuing therefrom, under applicable federal law), together with the goodwill symbolized thereby; thereby (iii) the “Trademarks”); all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; hereto (iv) the “Copyrights”); all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) ; any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) and any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The undersigned hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatfollowing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising, but excluding any Excluded Property (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the copyright registrations shares of stock and applications and exclusive copyright licenses other Equity Interests set forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the deposit accounts and securities accounts set forth on Schedules II and III hereto), Agreement Collateral, Account Collateral, Intellectual Property Collateral (including, without limitation, each property set forth on Schedule IV hereto), IP Agreements, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule C V hereto; ), all books and records (ivincluding, without limitation, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, and (B) cash.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patent registrations and Patent published patent applications set forth in Schedule A heretohereto (the “Patents”) (it being understood that such Schedule A does not include any confidential and unpublished patent applications); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents registered patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark registered trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security (a) Each Grantor, in order to secure the Secured Obligations (as defined in SECTION 3), hereby assigns and pledges to Collateral Agent for the due and punctual payment and performance in full benefit of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, Obligee and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the NoteholdersObligee a first-priority security interest, a continuing Lien on and security interest insubject to Permitted Liens (as hereinafter defined in SECTION 5(C) hereof), in all of such the Grantor’s 's right, title and interest inin and to the following, to in each case whether now or hereafter existing or in which the Grantor now has or hereafter acquires an interest and under wherever the following same may be located and all proceeds thereof (the “Collateral”"COLLATERAL"): (i) All of the Patents and Patent applications set forth in Schedule A hereto;Personal Property (other than the Excluded Property); and (ii) All proceeds of any and all of the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications foregoing Collateral and, to the extent thatnot otherwise included, and solely during all payments under insurance (whether or not Collateral Agent or Obligee is the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal lawloss payee thereof), together with the goodwill symbolized thereby; (iii) all Copyrightsor any indemnity, whether registered warranty or unregisteredguaranty, now owned payable by reason of loss or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties damage to or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach otherwise with respect to any of the foregoingforegoing Collateral. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto. (b) At such time as any Personal Property comprising Excluded Property is freed of contractual or legal restrictions against becoming subject to a Lien to secure the right, but not the obligation, to sue for and collect, or otherwise recoverSecured Obligations, such damages; and (vi) any and all ProceedsExcluded Property shall, including without limitation Cash and Noncash Proceeds ofautomatically, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of become subject to the collateral of or arising from any of the foregoingLien hereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Collateral”): (a) all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered and with respect to any and all of the foregoing: (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark all registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, therefor including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth listed or required to be listed in Schedule C hereto; A attached hereto under the heading “Trademarks”, (ivii) all reissues, divisions, continuations, continuations-in-part, extensions, extensions or renewals and reexaminations of any of the foregoing, (iii) all rights in of the foregoing provided goodwill of the business connected with the use of and symbolized by international treaties any of the foregoing, (iv) the right to ▇▇▇ or conventions, all rights corresponding thereto throughout the world and all other rights of otherwise recover for any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilutiondilution or other violation of any of the foregoing or for any injury to the related goodwill, misappropriation, violation, misuse or breach with respect to any (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the right, but not the obligation, to sue for and collect, or otherwise recover, such damagesworld; and (vib) any and all Proceedsagreements, including without limitation Cash licenses and Noncash Proceeds ofcovenants providing for the granting of any right in or to any Trademark or otherwise providing for a covenant not to ▇▇▇ for infringement, collateral for, income, royalties and dilution or other payments now violation of any Trademark or hereafter due and payable permitting co-existence with respect toto a Trademark (whether such Grantor is licensee or licensor thereunder) including, and Supporting Obligations relating towithout limitation, any and all of each agreement listed or required to be listed in Schedule A attached hereto under the collateral of or arising from any of the foregoingheading “Trademark Licenses”.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Intellectual Property Collateral”):"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations: (i) the Patents all trademarks, trade names, company names, business names, fictitious business names, trade styles, service marks, logos and Patent applications set forth in Schedule A hereto; (ii) the Trademark other source or business identifiers, and service mark all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications set forth in Schedule B hereto (provided that no security interest shall be granted connection therewith, whether in the United States intent-to-use trademark applications to Patent and Trademark Office or in any similar office or agency of the extent thatUnited States, any State thereof or any other country or any political subdivision thereof, or otherwise, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intentall common-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorlaw rights related thereto, including, without limitation, any of the copyright registrations and applications and exclusive copyright licenses set forth foregoing referred to in Schedule C hereto; 1, and (ii) the right to obtain all renewals thereof, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (vi) all letters patent of the United States, any other country or any political subdivision thereof and all reissues and extensions thereof, including, without limitation, any of the foregoing referred to in Schedule 1, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 1, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof and (iv) all income, dilutionroyalties, misappropriation, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) (collectively, the "Patents"); (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 1), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) the right to obtain all renewals thereof, (iii) the rights to print, publish and distribute any of the foregoing, with (iv) the right, but not the obligation, right to sue for and collect, ▇▇▇ or otherwise recoverrecover for any and all past, present and future infringements and misappropriations thereof, (v) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (vi) all other rights of any kind whatsoever of such damagesGrantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (i) all licenses or agreements registered in the United States Patent and Trademark Office providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit Lender a security interest in all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such GrantorBorrower’s right, title and interest inin and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by the Borrower, wherever located, and under whether now or hereafter existing or arising, except to the following extent any applicable law, regulation, agreement with a domain name registrar or other contractual arrangement prohibits the creation of a security interest therein or would otherwise invalidate the Borrower’s right, title or interest therein (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoingforegoing (as applicable), all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor the Borrower accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when dueSubject to compliance with applicable Nevada Gaming Laws, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Intellectual Property Collateral”):"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations: (a) (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, internet domain names, trademark and service mark ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorany new renewals thereof, including, without limitation, the copyright registrations each registration and applications and exclusive copyright licenses set forth application identified in Schedule C hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, all certificates of invention or similar industrial property rights, (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (vi) all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, dilution(iv) all income, misappropriationroyalties, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to sue payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, in each case excluding Excluded Assets (as defined in the Guarantee and Collateral Agreement): (a) (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and service mark ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorany new renewals thereof, including, without limitation, the copyright registrations each registration and applications and exclusive copyright licenses set forth application identified in Schedule C hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (vi) all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the Copyright Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works registrations and mask works applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, dilution(iv) all income, misappropriationroyalties, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, print, publish, copy, import, export, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to sue payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors for itself and permitted assigns, for the ratable security and benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s 's right, title and interest in, in and to and under the following (the “"Collateral”"): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto; (iib) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-to- use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, ; (e) all rights corresponding thereto to the foregoing throughout the world world, and all other rights of any kind whatsoever of such the Grantor accruing thereunder or pertaining thereto; (vf) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vig) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, of any and all of the collateral of foregoing Collateral or arising from any of the foregoing. Anything herein to the contrary notwithstanding, in no event shall the security interest granted under this Section 1 attach to any (i) Excluded Assets or (ii) lease, license, contract, property rights or agreement to which the Grantor is a party or any of the rights or interests of the Grantor thereunder if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation, or unenforceability of any material right, title or interest of the Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (x) or (y) above.

Grant of Security. As collateral security for the due and punctual payment and performance in full (a) Each of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Debtors hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersLender, a continuing Lien on and first priority security interest in(subject to Permitted Liens and liens securing the February Notes), in all of such GrantorDebtor’s right, title title, and interest in, in and to and under the following (the “Collateral”): (i) the all of its Patents and all Patent applications Licenses to which it is a party, including, but not limited to, those set forth in on Schedule A hereto; (ii) the all of its Trademarks and all Trademark and service mark registrations and applications Licenses to which it is a party, including, but not limited to, those set forth in on Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law)hereto, together with all goodwill of the goodwill business connected with the use of, and symbolized therebyby, each Trademark and each Trademark License; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorof its Copyrights and all Copyright Licenses to which it is a party, including, without limitationbut not limited to, the copyright registrations and applications and exclusive copyright licenses those set forth in on Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals renewals, and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor the Debtors accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present present, and future infringement, dilution, misappropriation, violation, misuse misuse, breach, or breach injury with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and; (vi) any and all Proceeds, including without limitation Cash products and Noncash Proceeds proceeds of, collateral for, income, royalties royalties, and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. Except as may be set forth on Schedule D hereto, the Debtor is the sole owner of the Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the first priority security interest (subject to Permitted Liens and liens securing the February Notes) in the Collateral. Except as set forth on Schedule D hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement and those in favor of the February Notes) covering or affecting the Collateral. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded as of the date hereof or in favor of the Secured Party pursuant to the terms of this Agreement); and (vii) all of its domain names, including, but not limited to, those set forth on Schedule E hereto. (b) Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this IP Security Agreement shall create a valid security interest in the proceeds of such asset.

Grant of Security. As collateral Each Grantor hereby confirms and reaffirms the grant of the security interest heretofore granted by it under the Original Intellectual Property Security Interest Agreement, agrees that such Liens continue to secure such Grantor's Obligations under the Credit Agreement and, for the due and punctual payment and performance avoidance of doubt but without in full of any manner limiting, qualifying, prejudicing or otherwise affecting the Obligationsprevious grant by such Grantor under the Original Intellectual Property Security Agreement, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and to all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Intellectual Property Collateral”):"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations: (a) (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and service mark ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorany new renewals thereof, including, without limitation, the copyright registrations each registration and applications and exclusive copyright licenses set forth application identified in Schedule C hereto1(a), (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (i) all patents, patent applications and patentable inventions, including, without limitation, each patent and patent application identified in Schedule 1(b), (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-partart, extensionssubstitutes, renewals renewals, and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (vi) all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1(c), (ii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, dilution(iv) all income, misappropriationroyalties, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1(e), (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to sue payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full Subject to Section 1 of the Obligations, as and when dueSecurity Agreement, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, ----------------- Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Collateral”"): (i) the Patents United States, international, and Patent foreign patents, patent applications and patent licenses set forth in Schedule A heretohereto (as such Schedule A may be supplemented from time to time by supplements to the Security Agreement and this IP Security Agreement, each such supplement being in substantially the form of Exhibit C to the Security Agreement (an "IP Security Agreement Supplement") executed and delivered by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions (the "Patents"); (ii) the Trademark United States and foreign trademark and service mark registrations registrations, applications, and applications licenses set forth in Schedule S▇▇▇▇ule B hereto (provided that no security interest shall be granted in but excluding any United States intent-to-use trademark applications application to the extent that, and solely during the period in which, the grant of a security interest therein would impair impairs the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby and renewals and extensions of the foregoing, and all rights therein provided by international treaties or conventions (as such Schedule B may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time) (the "Trademarks"); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the United States and foreign copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (as such Schedule C may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time) (the "Copyrights"); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (viv) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full Each of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Debtors hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersLender, a continuing Lien on and first priority security interest in, in all of such GrantorDebtor’s right, title title, and interest in, in and to and under the following (the “Collateral”): (i) the all of its Patents and all Patent applications Licenses to which it is a party, including, but not limited to, those set forth in on Schedule A hereto, subject to the third party’s right to terminate such Patents or Patent Licenses in the event of assignment, transfer or encumbrance set forth on Schedule A; (ii) the all of its Trademarks and all Trademark and service mark registrations and applications Licenses to which it is a party, including, but not limited to, those set forth in on Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law)hereto, together with all goodwill of the goodwill business connected with the use of, and symbolized therebyby, each Trademark and each Trademark License, subject to the third party’s right to terminate such Trademarks or Trademark Licenses in the event of assignment, transfer or encumbrance set forth on Schedule B; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorof its Copyrights and all Copyright Licenses to which it is a party, including, without limitationbut not limited to, the copyright registrations and applications and exclusive copyright licenses those set forth in on Schedule C hereto, subject to the third party’s right to terminate such Copyrights or Copyright Licenses in the event of assignment, transfer or encumbrance as set forth on Schedule C; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals renewals, and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor the Debtors accruing thereunder or pertaining thereto; (v) any and all of Debtor’s claims for damages and injunctive relief for past, present present, and future infringement, dilution, misappropriation, violation, misuse misuse, breach, or breach injury with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash products and Noncash Proceeds proceeds of, collateral for, income, royalties royalties, and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. Except as may be set forth on Schedule D hereto, and subject to the third party’s right of termination upon assignment, transfer or encumbrance set forth on Schedule D, the Debtor is the sole owner of the Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the first priority security interest in the Collateral. To the best of Debtor’s knowledge after due inquiry, except as set forth on Schedule D hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing relating to Debtor (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting the Collateral. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded as of the date hereof or in favor of the Secured Party pursuant to the terms of this Agreement). Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or by its terms or the assignment of which is otherwise prohibited by applicable law or by its terms (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this IP Security Agreement shall create a valid security interest in the proceeds of such asset.

Grant of Security. As collateral security for No later than the due and punctual payment and performance date hereof, to secure their respective obligations to the Participating Counterparties under the Applicable Agreements, but only if MFA Financial, Inc. is a party to or a guarantor of or has otherwise provided credit support in full connection with such Applicable Agreements, each of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Companies hereby grants to the Collateral Agent, Agent and its successors and permitted assigns, for the ratable benefit of the Collateral Agent Participating Counterparties in accordance with their respective Pro Rata Realized Losses and pursuant to a security agreement in form and substance acceptable to the NoteholdersParticipating Counterparties, a continuing Lien on valid and perfected first-priority security interest in, and lien upon, (a) all of such Grantor’s the Companies’ rights, title and interest in and to the assets described on Schedule 3 to this Agreement, (b) all of the Companies’ right, title and interest inin and to any and all repurchase agreements and related documents entered into by any of the Companies, to including without limitation the Applicable Agreements and under the following any repurchase agreements with Non-Participating Counterparties (the “CollateralCollateral Contracts”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications ), after giving effect to the extent that, rights (including netting and solely during setoff rights) of the period in which, the grant relevant Participating Counterparty or Non-Participating Counterparty thereunder or with respect to other rights of a security interest therein would impair the validity netting and setoff granted or enforceability acknowledged to Participating Counterparties pursuant to Section 7 of such intent-to-use trademark applications under applicable federal law)this Agreement, together with the goodwill symbolized thereby; Companies’ rights to any assets returnable or amounts payable to them under any such repurchase agreements, and (iiic) the proceeds of all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitationof the foregoing (collectively, the copyright registrations “Designated Assets”); provided, however, that (i) during the Forbearance Period, the Companies shall have full power and applications and exclusive copyright licenses authority to use cash collateral (as that term is defined in section 363(a) of title 11 of the United States Code (the “Bankruptcy Code”)) in accordance with the budget annexed hereto as Schedule 4, subject to the variances set forth therein, and to make payments to professionals of Participating Counterparties regardless of whether such amounts are included in Schedule C hereto; the budget, and (ivii) all reissuesupon the expiration of the Forbearance Period, divisionsthe lien on the Designated Assets shall be subject to a customary carveout for professional fees and other wind-down expenses as set forth more particularly in Section 7.3 of the Security and Collateral Agency Agreement. For the avoidance of doubt, continuationsduring the Forbearance Period, continuations-in-part, extensions, renewals and reexaminations in no event shall any Participating Counterparty have any contractual rights to enforce any provisions of any of Collateral Contract to which such Participating Counterparty is not a party, and the foregoing, all Participating Counterparties’ rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but Collateral Contracts to which they are not the obligation, a party are solely rights to sue for and collect, or otherwise recover, receive what Companies receive under such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoingCollateral Contracts.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each U.S. Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersGuaranteed Parties, a continuing Lien on and security interest in, in all of such U.S. Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability enforceability, or result in the cancellation, of such intent-to-to use trademark applications under applicable federal lawlaw (the “Trademarks”), together with the goodwill symbolized thereby; (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such U.S. Grantor accruing thereunder or pertaining thereto; (ve) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing. (A) to the extent (but only so long as) (x) the granting of a security interest thereunder is prohibited by any Law, (y) requires a consent not obtained of any Governmental Authority pursuant to any Law or (z) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, lease, license, agreement, lease, instrument or other document giving rise to such property, in each case solely to the extent that such breach or default is not rendered ineffective by the UCC or other Law or, in the case of any consent, such consent is actually required to grant such security interest under Law.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors Secured Party a security interest in and permitted assigns, for the ratable benefit to all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest of Grantor in, to and under the following (the “"IP Collateral”"): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto1 hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions and reexaminations thereof and amendments thereto (the "Patents"); (iib) the Trademark and service mark trademark registrations and applications set forth in Schedule B hereto 2 hereto, together with the goodwill connected with the use thereof and symbolized thereby and all extensions and renewals thereof (provided that no security interest shall be granted in the "Trademarks"), excluding only United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant grant, attachment or enforcement of a security interest therein would would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyapplications; (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretounder any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (vd) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (e) any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue ▇▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, all of in such Grantor’s right, title and interest in, in and to and under the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”):), whether now owned or existing or hereafter acquired or arising: (i) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, owned by the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto Grantor, (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark applications under applicable federal law), together including, without limitation, each Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark; (ii) each Trademark license to which the Grantor is a party, including, without limitation, each Trademark license referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized therebyby, each Trademark licensed pursuant thereto; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications for registration for any Trademark, together with all extensions and exclusive copyright licenses set forth in Schedule C heretorenewals thereof; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full Each of the ObligationsGrantors, as applicable, hereby ----------------- grant and when due, each Grantor hereby pledges and assigns pledge to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lenders a continuing Lien on and security interest inin the following, in each case, as to each type of property described below, and in all of such Grantor’s rightProceeds (as defined below) thereof (collectively, title and interest in, to and under the following (the “"Intellectual Property Collateral”"): (ia) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatall patents, patent applications, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorpatentable inventions, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth each patent identified in Schedule C hereto; I attached ---------- hereto and made a part hereof and each patent application identified in such Schedule I, and including, without limitation, (i) all inventions and ---------- improvements described and claimed therein and the right to make, use, or sell the same, (ii) the right to ▇▇▇ or otherwise recover for any misappropriations thereof, (iii) all income, royalties, damages, and other payments and Proceeds now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past and future infringements thereof), and (iv) all rights corresponding thereto throughout the world and all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals and reexaminations extensions thereof, all improvements thereon, and all other rights of any kind whatsoever of Grantors accruing thereunder or pertaining thereto (the foregoing"Patents"); (b) all trademarks, service marks, trade names, trade dress or other indicia of trade origin, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations, and any renewals thereof, including, without limitation, each registration and application identified in Schedule II attached hereto and made a part hereof, and including, ----------- without limitation, (i) the right to ▇▇▇ or otherwise recover for any and all rights past, present, and future infringements and misappropriations thereof, (ii) all income, royalties, damages and other payments and Proceeds now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past or conventionsfuture infringements thereof), and (iii) all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach together in each case with respect to any the goodwill of the foregoing, business connected with the rightuse of, but not the obligationand symbolized by, to sue for and collecteach such trademark, service ▇▇▇▇, trade name, trade dress, or otherwise recover, such damagesother indicia of trade origin (the "Trademarks"); and (vic) all license agreements with any other person or entity ("Person" in connection with any of the Patents or Trademarks, or such other Person's patents, trade names, trademarks, service marks, or other intellectual property, whether such Grantors are a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule III attached hereto and made a part hereof, and any right to prepare ------------ for sale, sell and advertise for sale, all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments Inventory (as defined in the Loan Agreement) now or hereafter due owned by Grantors and payable with respect tonow or hereafter covered by any such licenses, and Supporting Obligations relating to, any all proceeds thereto (the "Licenses" and all of the collateral of or arising from any of the foregoingeach a "License").

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Supernus hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, HC Royalty a continuing Lien on and security interest in, in all of such Grantor’s its right, title title, and interest in, to and under the following property, whether now or hereinafter existing or acquired, whether tangible or intangible and wherever the same may be located (collectively, the “Collateral”): (ia) the Patents Assigned Rights; (b) the Licensed Patents, including without limitation, the patents and Patent patent applications set forth in on Schedule A 1 hereto; (iic) the Trademark and service mark registrations and applications set forth in Schedule B hereto Supernus Know-How (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyCollateral described in clause (b) above, the “Supernus Licensed Rights”); (iiid) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorthe License Agreement, including, without limitation, (i) all of its rights to receive moneys due or to become due under or pursuant to the copyright registrations License Agreement, (ii) all of its rights to receive proceeds of any insurance, indemnity, warranty or guaranty claim with respect to the License Agreement, (iii) all of its claims for damages arising out of any breach of or default under the License Agreement, and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissuesof its rights to terminate, divisionsamend, continuationssupplement, continuations-in-partmodify or exercise rights or options under the License Agreement, extensionsto enforce the obligations of Licensee thereunder and to otherwise compel performance and otherwise exercise all remedies thereunder; (e) all Accounts, renewals contract rights, Payment Intangibles, Instruments, Chattel Paper, General Intangibles and reexaminations other rights to payment, in each case, constituting, comprising, evidencing and limited to the foregoing Collateral; (f) all books, records, databases, information, clinical data, test results, study results and regulatory filings and approvals, in each case specifically relating to the Assigned Rights, the Supernus Licensed Rights and the License Agreement; (g) all money now or at any time in the possession or under the control of, or in transit to, Supernus or HC Royalty specifically relating to the foregoing Collateral; and (h) all Proceeds, products, rents and profits of or from and specifically relating to the foregoing Collateral; Notwithstanding the foregoing definition of the term “Collateral,” for purposes of this Agreement the Collateral shall not include (i) the Excluded Rights, (ii) any of the foregoingitems in clauses (e) through and including (h) above solely to the extent specifically relating to the Excluded Rights, all rights (iii) the reversionary interest of Supernus in the foregoing provided by international treaties License Agreement after payment of the Royalty Interest, (iv) the reversionary interest of Supernus in the Supernus Intellectual Property necessary to support the obligations of Supernus under the License Agreement after the Agreement Termination Date or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingrights of Supernus to Use the Supernus Intellectual Property to develop, with the right, but not the obligation, to sue for and collect, directly or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating toindirectly, any and compounds other than the Compound. Furthermore, all grants of a security interest in Collateral are subject to the restrictions set forth in Section 6.04 of the Shire Agreement, a copy of which is set forth on Schedule 2. In addition, the foregoing security interest is granted subject to all of the collateral licenses and other rights to Licensed Patents and Supernus Know-How granted to Licensee under the License Agreement, Licensee’s licenses and other rights to Licensed Patents and Supernus Know-How under the License Agreement shall survive any foreclosure against Supernus, and HC Royalty (on behalf of itself, its Affiliates, and its and their successors and assigns) agrees not to take any action, in foreclosure proceedings, in bankruptcy proceedings or arising from any otherwise, to disturb or challenge the enforceability of the foregoingLicense Agreement or of Licensee’s rights under the License Agreement. Each item of Collateral listed in this Section 2 that is defined in Article 9 of the UCC shall have the meaning set forth in the UCC, it being the intention of Supernus that the description of the Collateral set forth above be construed to include the broadest possible range of assets described herein.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Trustee for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Debtor hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lender a continuing Lien on and security interest in, in and lien upon all of such GrantorDebtor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such GrantorDebtor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Debtor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Holders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agentpledges, its successors and permitted assigns, transfers and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest inin all of the following property, all in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s right, title and interest in, to and under the following (the “Collateral”):Obligations: (ia) the Patents all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, certification marks, collective marks, logos, designs and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark other source or business identifiers, all registrations and recordings thereof, and all applications set forth in Schedule B hereto (provided that no security interest shall be granted connection therewith, whether in the United States intent-to-use trademark applications to Patent and Trademark Office or in any similar office or agency of the extent thatUnited States, and solely during the period in whichany State thereof or any other country, the grant union of a security interest therein would impair the validity countries, or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations any political subdivision of any of the foregoing, or otherwise, and all common-law rights in related thereto, including any of the foregoing provided by international treaties or conventionslisted in Schedule A, (ii) the right to, and to obtain, all rights corresponding thereto throughout renewals thereof, (iii) the world goodwill of the business connected with the use of and all other rights symbolized by the foregoing, (iv) general intangibles of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; a like nature, (v) any and all claims for damages and injunctive relief the right to ▇▇▇ or otherwise recover for past, present and future infringement, dilutiondilution or other violation of any of the foregoing or for any injury to goodwill, misappropriation, violation, misuse or breach with respect to any and all Proceeds of the foregoing, with including license fees, royalties, income, payments, claims, damages and proceeds of suit, and (vi) all other rights accruing thereunder or pertaining thereto throughout the rightworld (collectively, but not the obligation, to sue for and collect, or otherwise recover, such damages“Trademarks”); and (vib) all agreements, licenses and covenants providing for the granting of any and all Proceedsright in or to any Trademark, including without limitation Cash and Noncash Proceeds ofor otherwise providing for a covenant not to ▇▇▇ for infringement, collateral fordilution or other violation of any Trademark (collectively, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing“Trademark Agreements”).

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The undersigned hereby grants to the Collateral Security Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatfollowing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising, other than Excluded Property (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the copyright shares of stock and other equity interests set forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the securities and securities/deposit accounts set forth on Schedule 8 to the Perfection Certificate), Agreement Collateral (including, without limitation, each of the agreements listed on Schedule 9 to the Perfection Certificate), Account Collateral (including, without limitation, the deposit accounts set forth on Schedule 8 to the Perfection Certificate), Intellectual Property Collateral (including, without limitation, the registrations and applications and exclusive copyright licenses for registrations set forth in Schedule C hereto; 6 to the Perfection Certificate), all books and records (ivincluding, without limitation, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Security Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, and (B) cash.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Secured Party a continuing Lien on and subordinated security interest in, all of such in the Grantor’s right, title and interest inin and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by the Grantor, wherever located, and under the following whether now or hereafter existing or arising (collectively, the “Collateral”): (a) All “Accounts,” “Chattel Paper,” “Documents,” “Equipment,” “General Intangibles,” “Goods,” “Instruments” and “Inventory, as those terms are defined in the UCC. (b) the following intellectual property of the Company (collectively, the “Intellectual Property Collateral”): (i) all patents, including, without limitation the United States Patents listed on Schedule IV hereto, all patent applications, utility models and Patent applications set forth in Schedule A heretostatutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”); (ii) the Trademark all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and service mark registrations and applications set forth in Schedule B hereto other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together together, in each case, with the goodwill symbolized therebythereby (“Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorcopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretocontent thereof, whether registered or unregistered (“Copyrights”); (iv) all reissuescomputer software, divisionsprograms and databases (including, continuationswithout limitation, continuations-in-partsource code, extensionsobject code and all related applications and data files), renewals firmware and reexaminations documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“Computer Software”); (v) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works; (vi) all registrations and applications for registration for any of the foregoing; (vii) all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such the Grantor accruing thereunder or pertaining thereto; (vviii) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which the Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, any agreements set forth in Schedule IV hereto (“IP Agreements”); and (ix) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; (a) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of the Grantor pertaining to any of the Collateral; and (vib) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (c) of this Section 1 and this clause (d)) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SECURED PARTY ACKNOWLEDGES AND AGREES THAT THE SECURITY INTEREST GRANTED TO IT HEREUNDER IS SUBORDINATE IN ALL RESPECTS TO THE SECURITY INTEREST GRANTED TO HEP IN THE SECURITY AGREEMENTS DELIVERED BY GRANTOR TO HEP (“HEP SECURITY AGREEMENTS”), AND THAT ALL RIGHTS GRANTED TO THE SECURED PARTY ARE SUBJECT TO THE SECURITY INTEREST GRANTED TO HEP AND TO THE INTERECREDITOR AGREEMENT.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications and all exclusive patent licenses set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications and all exclusive trademark licenses set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or 4814-8795-8744 v8 4814-8795-8744 v11 enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, including the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when dueSubject to compliance with applicable Nevada Gaming Laws, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Intellectual Property Collateral”):"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations: (a) (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, internet domain names, trademark and service mark ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorany new renewals thereof, including, without limitation, the copyright registrations each registration and applications and exclusive copyright licenses set forth application identified in Schedule C hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, all certificates of invention or similar industrial property rights, (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (vi) all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to, copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, dilution(iv) all income, misappropriationroyalties, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right under any Patent, and (C) any right under any Copyright, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.,

Grant of Security. As collateral security for In order to secure the due and punctual prompt payment and performance of all “Obligations” (as defined in full of the ObligationsCredit Agreement), as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors Secured Party a security interest in and permitted assigns, for the ratable benefit to all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest of Grantor in, to and under the following following, wherever located, and whether now existing or hereafter arising or acquired from time to time (the “Trademark Collateral”): (ia) the Patents trademark registrations, trademark applications, and Patent applications trademark licenses set forth in Schedule A 1 hereto; , together with the goodwill connected with the use of and symbolized thereby and all extensions and renewals thereof (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in “Trademarks”), excluding only United States intent-to-use trademark applications to the extent that, that and solely during the period in which, which the grant of a security interest therein would impair impair, under applicable federal law, the registrability of such applications or the validity or enforceability of registrations issuing from such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyapplications; (iiib) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretounder any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (vc) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (d) any and all claims and causes of action, with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue s▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.. DOCPROPERTY Doc_ID \* MERGEFORMAT 10334772