Common use of Security Interest/Collateral Clause in Contracts

Security Interest/Collateral. 5.1. As security for all Obligations, Borrower hereby grants, assigns, and pledges to Lender a continuing and unconditional lien on and security interest in and to the following, whether now owned, or hereafter acquired, or arising and wherever located (collectively, the Collateral): (a) all Accounts and all balances in such Accounts; (b) all general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code), all payment intangibles, all rights to payment, all accounts receivable (including the Other Business Credits), and all other rights (whether arising under common law, statutes, regulations, or otherwise) of Borrower in each case arising with respect to or in connection with the Accounts; (c) all money, cash equivalents, and other similar assets of Borrower that now or hereafter come into the possession, custody, or control of Lender, Processor or Other Processor (or any of their respective agents or designees); and (d) all of the proceeds (as such term is defined in the applicable UCC) and products, whether tangible or intangible, of any of the foregoing. 5.2. In furtherance of the intentions of the parties hereto, this Agreement shall constitute written notice to all interested parties of ▇▇▇▇▇▇’s security interest in the Collateral. ▇▇▇▇▇▇▇▇ acknowledges and agrees that so long as any of the Obligations remain outstanding, all Accounts and any funds on deposit from time to time therein shall be under the sole dominion and control of Lender. Neither Borrower nor any other person or entity, acting by, through, or under Borrower, shall have any control over the use of, or any right to withdraw any amount from such Accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of an Event of Default. In addition, Lender shall have the exclusive rights: (a) to require that any bank or securities intermediary at which any Collateral may be located acknowledge Lender’s security interest in and control of the Collateral for purposes of perfecting Lender’s security interest therein; and (b) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Collateral to fulfill Borrower’s Obligations herein. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇▇ shall execute and deliver any document requested by ▇▇▇▇▇▇ to perfect and continue its security interest in the Collateral, including, but not limited to, any account control agreements and take any other action to perfect and maintain Lender’s security interest. ▇▇▇▇▇▇▇▇ further agrees not to create, grant, or permit any other lien, pledge, or security interest to exist on any of the Collateral, except for the security interest granted to the Lender under this Agreement. 5.3. You authorize Us to file one or more UCC-1 financing statements to memorialize and perfect on the security interest granted to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral.

Security Interest/Collateral. 5.1. As security for all Obligations, Borrower hereby grants, assigns, and pledges to Lender a continuing and unconditional lien on and security interest in and to the following, whether now owned, or hereafter acquired, or arising and wherever located (collectively, the Collateral): (a) Borrower shall repay each Guarantor for any payments made by such Guarantor in connection with such Guarantor’s respective Guaranty. Borrower and Guarantors agree that in the event that any Guarantor or Guarantors make payment to the Bank under the Guaranties, and Borrower fails to repay such Guarantor or Guarantors within ten (10) days of Borrower's receipt of written demand and evidence of such payments (an "Event of Default"), the paying Guarantor or Guarantors shall have all Accounts rights and all balances in such Accounts; (b) all general intangibles (as that term is defined in remedies of a secured creditor described herein, which includes rights of foreclosure under Article 9 of the Uniform Commercial Code), all payment intangibles, all rights to payment, all accounts receivable (including the Other Business Credits), and all other rights (whether arising under common law, statutes, regulations, or otherwise) of Borrower in each case arising with respect to or in connection with the Accounts; (c) all money, cash equivalents, and other similar assets of Borrower that now or hereafter come into the possession, custody, or control of Lender, Processor or Other Processor (or any of their respective agents or designees); and (d) all of the proceeds (as such term is defined in the applicable UCC) and products, whether tangible or intangible, of any of the foregoing. 5.2. (b) In furtherance of Section 1(a) hereof, Borrower and each Subsidiary expressly grant to the intentions Collateral Agent, for the benefit of the parties heretoGuarantors, this Agreement shall constitute written notice as security for all obligations of Borrower to all interested parties of ▇▇▇▇▇▇’s Guarantors hereunder, including, without limitation, Sections 1(a) and 6 hereof (the "Secured Obligations"), a security interest in the Collateral. ▇▇▇▇▇▇▇▇ acknowledges and agrees that so long Any grants of security interests or descriptions of Collateral in the Bank Security Documents are hereby expressly incorporated into this Agreement by reference as any of if fully set forth herein. Notwithstanding the Obligations remain outstandingforegoing or anything to the contrary in this Agreement or the Bank Security Documents, all Accounts and any funds on deposit from time parties to time therein shall be under this Agreement agree that neither the sole dominion and control of Lender. Neither Borrower Collateral Agent, nor any other person or entityGuarantors, acting by, through, or under Borrower, shall have any control over the use of, or any right to withdraw any amount from such Accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as hold (by virtue of this Agreement, the occurrence of an Event of Default. In addition, Lender shall have Bank Security Documents or the exclusive rights: (aGuaranties) to require that any bank or securities intermediary at which any Collateral may be located acknowledge Lender’s security interest in and control of the Collateral for purposes of perfecting Lender’s security any membership interests, stock, partnership interest therein; and or other legal or beneficial interests (bor other ownership or profit interests in, whether voting or nonvoting) to direct and provide instructions to such bank that Borrower has in any Subsidiaries or securities intermediary as to the disposition of the Collateral to fulfill Borrower’s Obligations herein. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇▇ shall execute and deliver any document requested by ▇▇▇▇▇▇ to perfect and continue its security interest Subsidiary has in the Collateral, including, but not limited to, any account control agreements and take any other action to perfect and maintain Lender’s security interest. ▇▇▇▇▇▇▇▇ further agrees not to create, grant, or permit any other lien, pledge, or security interest to exist on any of the Collateral, except for the security interest granted to the Lender under this AgreementSubsidiary. 5.3. You authorize Us to file one or more UCC-1 financing statements to memorialize and perfect on the security interest granted to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral.

Security Interest/Collateral. 5.1. As SECTION 4.1 In order to secure the Obligations, and without prejudice to the security interests and related rights in the Collateral created or expressed to be created for all Obligationsthe benefit of the Lender under the other Loan Security Documents, Borrower hereby grants, assigns, and pledges grants to Lender a continuing first priority security interest (subject to the Intercreditor Agreement) in and unconditional lien on to substantially all of the tangible and intangible property of the Borrower, including any and all real property, personal property, intellectual property, cash, cash collateral, securities, including capital stock of any subsidiaries owned by the Borrower, receipts, deposits, inventory, Accounts, licenses and any other property or rights in property owned by the Borrower or in which Borrower has any right or interest, whether now owned or hereafter acquired, whether now perfected or becoming perfected after the date hereof (collectively, the “Collateral”). Upon the reasonable request of Lender (after consultation with the Borrowers), the Borrowers shall cause any of their direct or indirect Material Subsidiaries specified by Lender to execute a joinder to this Agreement, in substantially the form of Exhibit B hereto, pursuant to which any such specified Material Subsidiary shall grant a first priority security interest in and to substantially all of the tangible and intangible property of such subsidiary as part of the Collateral and, pursuant to Section 4.3, take such further actions which are in Lender’s reasonable judgment (after consultation with the Borrowers) necessary to (i) perfect Lender’s security interest in and to the followingCollateral with first ranking priority (subject to the Intercreditor Agreement) and/or (ii) exercise any rights, whether now ownedpowers and remedies of the Lender provided by or pursuant to the Loan Documents in accordance with the terms hereof and thereof, unless any of the foregoing actions would reasonably be likely to result in material adverse tax consequences to a Borrower or hereafter acquired, or arising any of its subsidiaries (to be mutually determined by Borrower and wherever located (collectivelyLender). After the execution of any such joinder, the term “Collateral): ” shall be deemed to include such tangible and intangible property. “Account” as used in this Agreement means (a) all Accounts the right of Borrower to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not earned by performance and all balances in such Accounts; (b) all general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code), all payment intangibles, all rights to payment, all accounts receivable (including the Other Business Credits), and all other rights (whether arising under common law, statutes, regulations, or otherwise) of Borrower in each case arising with respect to or in connection with the Accounts; (c) all money, cash equivalents, and other similar assets of Borrower that now or hereafter come into the possession, custody, or control of Lender, Processor or Other Processor (or any of their respective agents or designees); and (d) all of the proceeds (“accounts” as such term is defined in UCC (as defined below). “UCC” as used in this Agreement means the Uniform Commercial Code as in effect in the applicable UCC) and products, whether tangible or intangible, of any of the foregoing. 5.2. In furtherance of the intentions of the parties hereto, this Agreement shall constitute written notice to all interested parties of ▇▇▇▇▇▇’s security interest in the Collateral. ▇▇▇▇▇▇▇▇ acknowledges and agrees that so long as any of the Obligations remain outstanding, all Accounts and any funds on deposit jurisdiction from time to time therein shall be under time. For the sole dominion and control avoidance of Lender. Neither Borrower nor any other person or entitydoubt, acting by, through, or under Borrower, shall have any control over upon the use of, or any right to withdraw any amount from such Accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of an Event of Default. In addition, Lender shall have the exclusive rights: (a) to require that any bank or securities intermediary at which any Collateral may be located acknowledge Lender’s security interest in and control consummation of the Collateral for purposes of perfecting Lender’s security interest therein; and (b) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Collateral to fulfill Borrower’s Obligations herein. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇▇ shall execute and deliver any document requested by ▇▇▇▇▇▇ to perfect and continue its security interest in the Collateral, including, but not limited toTransaction, any account control agreements and take any other all Collateral securing the Obligations shall automatically be released (with no further action to perfect and maintain Lender’s security interest. ▇▇▇▇▇▇▇▇ further agrees not to create, grant, or permit any other lien, pledge, or security interest to exist on any of the Collateral, except for the security interest granted to the Lender under this Agreementrequired). 5.3. You authorize Us to file one or more UCC-1 financing statements to memorialize and perfect on the security interest granted to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral.

Security Interest/Collateral. 5.1. As security for the payment for the ------------------------------- Note and all ObligationsObligations whatsoever to the Lender, Borrower hereby grants, assigns, and pledges grants to Lender a continuing and unconditional continuing, general lien on upon and security interest and title in and to the followingfollowing described Property, wherever located, whether now owned, existing or hereafter acquiredacquired or arising, or arising and wherever located (collectively, the Collateral): namely: (a) all Accounts the trailers and all balances in such Accountsother equipment and property described on Exhibit A; and (b) all general intangibles (as that term is defined in Article 9 products and/or proceeds of any and all of the Uniform Commercial Code)foregoing, including, without limitation, all payment intangiblescash and non-cash proceeds of any type, insurance proceeds, all rights to payment, all accounts receivable (including Property received wholly or partly in trade or exchange for any of the Other Business Credits)foregoing, and all other rights (whether rents, revenues, issues, profits and proceeds arising under common lawfrom the sale, statuteslease, regulationslicense, or otherwise) of Borrower in each case arising with respect to or in connection with the Accounts; (c) all moneyencumbrance, cash equivalents, and other similar assets of Borrower that now or hereafter come into the possession, custody, or control of Lender, Processor or Other Processor (collection or any of their respective agents other temporary or designees); and (d) all of the proceeds (as such term is defined in the applicable UCC) and products, whether tangible or intangible, permanent disposition of any of the foregoing. 5.2foregoing or any interest therein. In furtherance The Borrower shall execute and file such certificates, authorizations, documents, financing statements and other items (the "Lien Documents") as the Lender may request and the Lender is authorized, at its option, after exercising reasonable efforts to have the Borrower execute such Lien Documents, and to the extent lawful, to file such Lien Documents or amendments thereto without the signature of the intentions Borrower with respect to any of the parties heretoCollateral; the Borrower agrees to reimburse the Lender for the expense of any such filing. The Borrower agrees that a carbon, photographic, or other reproduction of this Agreement shall constitute written notice be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. To the extent lawful, the Borrower hereby appoints the Lender as its attorney-in-fact (without requiring the Lender to all interested parties of ▇▇▇▇▇▇’s security interest act as such) to execute any financing statement in the Collateral. ▇▇▇▇▇▇▇▇ acknowledges and agrees that so long as any name of the Obligations remain outstanding, all Accounts and any funds on deposit from time to time therein shall be under the sole dominion and control of Lender. Neither Borrower nor any other person or entity, acting by, through, or under Borrower, shall have any control over and to perform all other acts that the use of, or any right to withdraw any amount from such Accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of an Event of Default. In addition, Lender shall have the exclusive rights: (a) to require that any bank or securities intermediary at which any Collateral may be located acknowledge Lender’s security interest in and control of the Collateral for purposes of perfecting Lender’s security interest therein; and (b) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Collateral to fulfill Borrower’s Obligations herein. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇▇ shall execute and deliver any document requested by ▇▇▇▇▇▇ deems appropriate to perfect and continue its security interest in the Collateralin, includingand to protect and preserve, but not limited to, any account control agreements and take any other action to perfect and maintain Lender’s security interest. ▇▇▇▇▇▇▇▇ further agrees not to create, grant, or permit any other lien, pledge, or security interest to exist on any of the Collateral, except for the security interest granted to the Lender under this Agreement. 5.3. You authorize Us to file one or more UCC-1 financing statements to memorialize and perfect on the security interest granted to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral.

Security Interest/Collateral. 5.1. As security for all Obligations, Borrower hereby grants, assigns, and pledges to Lender a continuing and unconditional lien on and security interest in and to the following, whether now owned, or hereafter acquired, or arising and wherever located (collectively, the Collateral): (a) all Accounts and all balances in such Accounts; (b) all general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code), all payment intangibles, all rights to payment, all accounts receivable (including the Other Business Credits), and all other rights (whether arising under common law, statutes, regulations, or otherwise) of Borrower in each case arising with respect to or in connection with the Accounts; (c) all money, cash equivalents, and other similar assets of Borrower that now or hereafter come into the possession, custody, or control of Lender, Processor or Other Processor (or any of their respective agents or designees); and (d) all of the proceeds (as such term is defined in the applicable UCC) and products, whether tangible or intangible, of any of the foregoing. 5.2. In furtherance of the intentions of the parties hereto, this Agreement shall constitute written notice to all interested parties of L▇▇▇▇▇▇’s 's security interest in the Collateral. ▇B▇▇▇▇▇▇▇ acknowledges and agrees that so long as any of the Obligations remain outstanding, all Accounts and any funds on deposit from time to time therein shall be under the sole dominion and control of Lender. Neither Borrower nor any other person or entity, acting by, through, or under Borrower, shall have any control over the use of, or any right to withdraw any amount from such Accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of an Event of Default. In addition, Lender shall have the exclusive rights: (a) to require that any bank or securities intermediary at which any Collateral may be located acknowledge Lender’s 's security interest in and control of the Collateral for purposes of perfecting Lender’s 's security interest therein; and (b) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Collateral to fulfill Borrower’s 's Obligations herein. ▇B▇▇▇▇▇▇▇ agrees that ▇B▇▇▇▇▇▇▇ shall execute and deliver any document requested by ▇L▇▇▇▇▇ to perfect and continue its security interest in the Collateral, including, but not limited to, any account control agreements and take any other action to perfect and maintain Lender’s L▇▇▇▇▇'s security interest. ▇B▇▇▇▇▇▇▇ further agrees not to create, grant, or permit any other lien, pledge, or security interest to exist on any of the Collateral, except for the security interest granted to the Lender under this Agreement. 5.3. You authorize Us to file one or more UCC-1 financing statements to memorialize and perfect on the security interest granted to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral.