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

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Obligor hereby grants to the Agent, for the benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts; (b) all Chattel Paper; (c) all Copyrights; (d) all Copyright Licenses; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Instruments; (k) all Inventory; (l) all Patents; (m) all Patent Licenses; (n) all Trademarks; (o) all Trademark Licenses; (p) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (q) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing. The Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts; (b) all Chattel Paper; (c) all Copyrights; (d) all Copyright Licenses; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Instruments; (k) all Inventory; (l) all Investment Property (excluding for purposes hereof any Capital Stock of Serta, Inc. and any Capital Stock of a foreign subsidiary of an Obligor to the extent the granting of such a security interest would result in adverse tax consequences); (m) all Patents; (mn) all Patent Licenses; (no) all Trademarks; (op) all Trademark Licenses; (pq) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (qr) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing. The Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those Commercial Tort Claims identified on Schedule 2(c) attached hereto; (d) all Copyrights; (de) all Copyright Licenses; (ef) all Deposit Accounts; (fg) all Documents; (gh) all Equipment; (hi) all Fixtures; (ij) all General Intangibles; (jk) all Goods; (l) all Instruments; (km) all Inventory; (ln) all Investment Property; (o) all Letter-of-Credit Rights; (p) all Money; (q) all Patents; (mr) all Patent Licenses; (ns) all Software; (t) all Supporting Obligations; (u) all Trademarks; (ov) all Trademark Licenses; (p) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (qw) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. The Obligors Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to, and the Collateral shall not include, any Excluded Property. The Grantors and the Administrative Agent, on behalf of the LendersSecured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ix) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (iiy) is not to and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, acquired or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash and currency; (c) all CopyrightsChattel Paper; (d) all Copyright Licensesthose Commercial Tort Claims identified on Schedule 2(d) attached hereto; (e) all Deposit AccountsDocuments; (f) all DocumentsEquipment; (g) all EquipmentFixtures; (h) all Fixtures; (i) all General Intangibles; (i) all Instruments identified on Schedule 2(i) attached hereto; (j) all InstrumentsIntellectual Property; (k) all Inventory; (l) all PatentsInvestment Accounts; (m) all Patent LicensesInvestment Property; (n) all TrademarksSoftware; (o) all Trademark LicensesSupporting Obligations; (p) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by other personal property of such Obligor Grantor of whatever type or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; description and (q) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. The Obligors Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to, and the “Collateral” shall not include, any Excluded Property. The Grantors and the Collateral Agent, on behalf of the Lendersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all personal property of the followingGrantors of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):), including, without limitation, the following: (a) all Accounts; (b) all Chattel Papercash and currency; (c) all Chattel Paper (including all transponder lease and sublease agreements); (d) all Commercial Tort Claims identified on Schedule 2(d) attached hereto; (e) all Copyrights; (df) all Copyright Licenses; (eg) all Deposit Accounts; (fh) all Documents; (gi) all EquipmentEquipment (including all satellites and transponders); (hj) all Fixtures; (ik) all General IntangiblesIntangibles (including, to the extent permitted by applicable law, all FCC licenses); (jl) all Instruments; (km) all Inventory; (ln) all Investment Property; (o) all Letter-of-Credit Rights; (p) all Patents; (mq) all Patent Licenses; (nr) all Software; (s) all Supporting Obligations; (t) all Trademarks; (ou) all Trademark Licenses; (p) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (qv) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing; provided that, notwithstanding anything contained in this Security Agreement to the contrary, the security interests granted under this Security Agreement shall not extend to (i) any property which is subject to a Lien of the type described in clauses (f), (g), (i), (k) and (m) of Section 9.3 of the Credit Agreement pursuant to documents which prohibit such Grantor from granting any other Liens in such property or (ii) any lease, license or other contract if the grant of a security interest therein in the manner contemplated by this Security Agreement is, under the terms thereof and under applicable law, (x) prohibited and (y) would result in the termination thereof, unless consent from the relevant party or parties has been obtained and in any case only to the extent that such prohibition is not (or could not be) rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity. The Obligors Grantors and the Collateral Agent, on behalf of the Lendersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured ObligationsObligations (as defined in Section 3 hereof), each Obligor hereby grants to the Agent, for the benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) All equipment, including, without limitation, all Accountsvehicles, rolling stock, machinery, tools, furniture, furnishings, office equipment and trade fixtures, but excluding any computer equipment in which ABB Credit has a first priority security interest as of the date hereof; provided, however that no security interest shall exist in the Excluded Equipment until such time as the Michigan Department of Natural Resources shall have released its security interest in the same; (b) All accounts and receivables and all Chattel Papergoods represented by or securing accounts and receivables, including, without limitation, all rents and tenant payments, if any; provided, that such security interest will be released if, and to the extent that, Receivables Transaction occurs; (c) All inventory, including, without limitation, all Copyrightsraw materials, all work in process and all goods held by an Obligor for sale or lease; (d) All contract rights, including, without limitation, all Copyright Licensesrights under management agreements, tax sharing agreements and lease agreements and all rights to payment of money, tax refunds and insurance proceeds, but excluding (i) any contract identified on Schedule 5(e) hereto, and (ii) any immaterial contract that expressly prohibits a grant of security interest in such contract and that would subject an Obligor to damages for such breach; (e) all Deposit AccountsAll other general intangibles; (f) all DocumentsAll instruments, documents, chattel paper, securities, policies and certificates of insurance, deposits, cash or other goods; (g) all EquipmentAll books, records, files, computer software and other similar writings or evidence of each Obligor's business; (h) all FixturesAll Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses; (i) all General IntangiblesAll other personal property of any kind or type whatsoever owned by an Obligor; (j) all Instruments; (k) all Inventory; (l) all Patents; (m) all Patent Licenses; (n) all Trademarks; (o) all Trademark Licenses; (p) all books, records, ledger cards, files, correspondence, computer programs, tapes, disksAll accessions and additions to, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (q) to the extent not otherwise includedsubstitutions and replacements of, all Proceeds and products of any and all of the foregoing, whether now existing or hereafter arising; and (k) All proceeds and products of the foregoing and all insurance relating to the foregoing collateral and all proceeds thereof (including, without limitation, insurance proceeds payable on account of business interruption), whether now existing or hereafter arising. The Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that (i) the Collateral shall exclude the Newt▇▇ ▇▇▇perty until such time as any Obligor shall obtain a fee interest in the Newt▇▇ ▇▇▇perty and (ii) the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Obligor hereby grants to the Agent, for the benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):): 3 (a) all Accounts; (b) all Chattel Paper; (c) all Copyrights; (d) all Copyright Licenses; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Instruments, including, without limitation, the Intercompany Notes; (k) all Inventory; (l) all Investment Property (other than in respect of Foreign Subidiaries); (m) all Patents; (mn) all Patent Licenses; (no) all Trademarks; (op) all Trademark Licenses; (pq) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (qr) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing. 4 The Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Moreover, the Collateral shall not include any licenses or leases to the extent (but only to the extent and only for so long as) such licenses and leases contain legally enforceable restrictions on the granting of a security interest therein.

Grant of Security Interest in the Collateral. To secure the prompt --------------------------------------------- payment and performance in full when due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):): ---------- (a) all Accounts; (b) all Chattel Paper; (c) all Copyrights; (d) all Copyright Licenses; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Instruments; (k) all Inventory; (l) all Investment Property; (m) all Patents; (mn) all Patent Licenses; (no) all Trademarks; (op) all Trademark Licenses; (pq) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (qr) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing. The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the LendersSecured Parties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned owned, licensed or existing or owned, acquiredlicensed, acquired or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) all CopyrightsCommercial Tort Claims, including those identified on Schedule 2(c) attached hereto; (d) all Copyright LicensesCopyrights; (e) all Deposit Accounts; (f) all Documents; (g) all EquipmentDevice Clearance Applications; (h) all Equipment; (i) all Fixtures; (ij) all General Intangibles; (jk) all Goods; (l) all Governmental Approvals; (m) all Instruments; (kn) all Inventory; (lo) all Investment Property; (p) all IP Rights and licenses thereto; (q) all Letter-of-Credit Rights; (r) all Money; (s) all Patents; (mt) all Patent LicensesPayment Intangibles; (nu) all Product Agreements; (v) all Product Authorizations; (w) all Regulatory Approvals; (x) all Software; (y) all Supporting Obligations; (z) all Trademarks; (oaa) all Trademark Licenses; (p) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponTechnical Information; and (qbb) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (x) any Excluded Property or (y) any Pledged Collateral (as defined in any U.S. Pledge Agreement). The Obligors Grantors and the Administrative Agent, on behalf of the LendersSecured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIP Rights.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Obligor hereby grants to the Collateral Agent, for the benefit of the LendersHolders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts; (b) all Chattel Papercash and Cash Equivalents; (c) all Chattel Paper; (d) all Copyrights; (de) all Copyright Licenses; (ef) all Deposit Accounts; (fg) all Documents; (gh) all Equipment; (hi) all Fixtures; (ij) all General IntangiblesIntangibles (including Payment Intangibles and Software); (jk) all Goods; (l) all Instruments; (km) all Inventory; (ln) all Investment Property; (o) all Patents; (mp) all Patent Licenses; (nq) all Supporting Obligations and Letter-of-Credit Rights; (r) all Trademarks; (os) all Trademark Licenses; (pt) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (u) all other personal property of any kind or type whatsoever owned by such Obligor; and (qv) to the extent not otherwise included, all Proceeds Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of any and all of the foregoing. Notwithstanding the foregoing, the Obligors do not grant a security interest in, or a right of setoff against, any of the following: (a) any contract, license, permit or franchise that validly prohibits the creation by the Obligors of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by the Obligors under such contract, license, permit or franchise) so long as such contract, license, permit or franchise was not entered into or obtained by the Obligors with the intent of avoiding the requirement that a security interest be granted therein and except to the extent such prohibition on the creation of a security interest is rendered ineffective under by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, however, that the provisions of this paragraph shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such contract, license, permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto unless the contract, license, permit or franchise in question so prohibits; or (b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein and except to the extent such prohibition on the creation of a security interest is rendered ineffective under by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, however, that the provisions of this paragraph shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto unless the law or regulation in question prohibits such extension. The Obligors and the Collateral Agent, on behalf of the LendersHolders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when duedue (the "Secured Obligations"), whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Collateral Agent, for the benefit of the LendersDebenture Holders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts; (b) all Chattel PaperCash and Cash Equivalents maintained on deposit with the Collateral Agent; (c) all CopyrightsChattel Paper; (d) all Copyright Licenses; (e) all Deposit Accounts; (fe) all Documents; (gf) all Equipment; (hg) all Fixtures; (ih) all General Intangibles, including without limitation Contracts; (i) all Instruments; (j) all InstrumentsInventory; (k) all InventoryInvestment Property; (l) all PatentsTrademarks; (m) all Patent Licenses; (n) all Trademarks; (o) all Trademark Licenses; (pn) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (qo) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Obligors Grantors and the Collateral Agent, on behalf of the LendersDebenture Holders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.