Common use of Security Interest in Collateral Clause in Contracts

Security Interest in Collateral. As collateral security for the due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Borrower hereby pledges and grants to Lender a lien on and continuing security interest in all of Borrower’s right, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable law.

Security Interest in Collateral. As collateral security (a) The provisions of the Security Agreement are effective to create in favor of the Administrative Agent, for the due benefit of the Secured Parties, legal and punctual payment valid Liens on all the Collateral described therein. When financing statements in full when due (whether at stated maturityappropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by acceleration the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or otherwise) of control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, Borrower hereby pledges enforceable against the Loan Parties and grants all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to Lender the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a lien on fully perfected Lien on, and continuing security interest in in, all of Borrower’s right, title and interest of each Loan Party that is party to such Mortgage in and to all that portion of the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights Collateral described in such Mortgage and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal constituting real property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all additionsthird parties, accessions and attachments to any of the foregoing and any substitutionshaving priority over all other Liens except Permitted Mortgaged Property Liens, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that any such Permitted Mortgaged Property Liens would have priority over the security interest is prohibited by any law or regulation or the terms Liens in favor of the agreements governing such financing, provided that upon cessation Administrative Agent pursuant to any applicable Requirement of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawLaw.

Security Interest in Collateral. As collateral security for the due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) Effective as of the Secured ObligationsClosing Date, Borrower CVT does hereby pledges and grants grant to Lender TPG-Axon a lien on and continuing security interest in of first priority in, all of BorrowerCVT’s right, title and interest in in, to and to all of under the following propertyCollateral, whether now owned or existing or hereafter acquired existing, [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. as security for the prompt and complete payment and performance of all of CVT’s obligations now or arising (all being collectively referred to herein as “Collateral”):hereafter existing under this Agreement and the other Transaction Documents. In furtherance of the foregoing: (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (includingOn a continuing basis, without limitationCVT will, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Lettersupon request by TPG-of-CreditAxon, Letter-of-Credit Rights make, execute, acknowledge and Support Obligations; (xii) deliver, and file and record in the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (includingproper filing and recording places in the United States, without limitationall such instruments, payment intangibles including appropriate financing and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance continuation statements and workers’ compensation); (xiv) all of Borrower’s other tangible collateral agreements and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use filings with the United States Patent and Trademark Office Office, and take all such action as may reasonably be deemed necessary or otherwiseadvisable, but only or as requested by TPG-Axon, to perfect TPG-Axon’s security interest in the extent Intellectual Property Collateral, and otherwise to carry out the granting intent and purposes of the Intellectual Property Security Agreement, or for assuring and confirming to TPG-Axon the grant and perfection of a security interest in all Intellectual Property Collateral; (ii) CVT shall provide written notice to TPG-Axon of any [****] the Astellas Agreement or otherwise for any Licensed Patent in the Territory within [****] of any such “intentfiling; and (iii) CVT hereby irrevocably appoints TPG-toAxon as CVT’s attorney-use” trademarks would be contrary in-fact, with full authority in the place and stead of CVT and in the name of CVT, TPG-Axon or otherwise, from time to applicable lawtime in TPG-Axon’s discretion, upon CVT’s failure or inability to do so, to take any action and to execute any instrument which TPG-Axon may deem necessary or advisable: (A) To modify, in its sole discretion, the Intellectual Property Security Agreement without first obtaining CVT’s approval of or signature to such modification by amending Exhibit B thereof to include reference to any right, title or interest in any Licensed Patents in the Territory acquired by CVT after the date of this Agreement or to delete any reference to any right, title or interest in any Licensed Patents in the Territory in which CVT no longer has or claims any right, title or interest; and (B) To file, in its sole discretion, one or more financing or continuation statements and amendments thereto, or other notice filings or notations in appropriate filing offices, relative to any of the Intellectual Property Collateral, with prior notice to CVT, with all appropriate jurisdictions, as TPG-Axon deems appropriate, in order to further perfect or protect TPG-Axon’s interest in the Intellectual Property Collateral. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

Security Interest in Collateral. As collateral security for the due and punctual payment in full when due (whether at stated maturityThe Grantor hereby pledges, by acceleration or otherwise) of the Secured Obligations, Borrower hereby pledges assigns and grants to Lender the Collateral Agent, for itself and for the benefit of the other Agents and the Lenders, a lien on and continuing security interest in all of Borrower’s its right, title and interest in in, to and to under all of the following its personal property, whether now owned by or existing owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, the Grantor, and regardless of where located (all being of which will be collectively referred to herein as “Collateral”):the "COLLATERAL"), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Grantor's Books; (iv) all Equipment; (v) all Computer Hardware and Software and all rights with respect thereto, including any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing; (vi) all Fixtures; (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (x) all Inventory; (xi) all Investment Property; (iixii) Goods; all cash or cash equivalents (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notesof every jurisdiction whatsoever); (vixiii) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Creditall letters of credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles any and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation)all Supporting Obligations in respect thereof; (xiv) all of Borrower’s Deposit Accounts with any bank or other tangible and intangible personal property and fixtures financial institution; (but none of its obligations with respect theretoxv) of every kind and natureall Commercial Tort Claims; (xvi) all Intellectual Property Rights; and (xvxvii) any and all additionsaccessions to, accessions substitutions for and attachments replacements, proceeds (including Stock Rights), insurance proceeds (including insurance proceeds from executive life insurance policies) and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing foregoing; to secure the prompt and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products complete payment and supporting obligations performance of the foregoing. Notwithstanding the foregoingSecured Obligations; PROVIDED, HOWEVER, that the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawExempt Deposit Accounts.

Security Interest in Collateral. As collateral security The provisions (a) of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral of the Domestic Loan Parties in favor of the Administrative Agent, for the due benefit of the Administrative Agent and punctual payment in full when due (whether at stated maturitythe Lenders, by acceleration or otherwise) of and such Liens constitute perfected and continuing Liens on such Collateral, securing the Secured Obligations, Borrower hereby pledges enforceable against the applicable Domestic Loan Parties and grants all third parties, and having priority over all other Liens on such Collateral, except for Liens on Export-Related Collateral, which are junior only to the Liens of the Ex-Im Revolving Lender a lien in such Export-Related Collateral described in clause (b) hereof, (b) of this Agreement and certain of the other Loan Documents create legal and valid Liens on all the Collateral of the Domestic Loan Parties in favor of the Ex-Im Revolving Loans and such Liens constitute perfected and continuing security interest in Liens on such Collateral, securing the Ex-Im Obligations, enforceable against the applicable Domestic Loan Parties and all of Borrower’s rightthird parties, title and interest in and having priority over all other Liens on such Collateral, except for Liens on all Collateral other than Export-Related Collateral, which are junior only to all the Liens of the following propertyAdministrative Agent on such Collateral described in clause (a) hereof and (c) this Agreement and the Foreign Collateral Documents create legal and valid Liens on all the Collateral of the Canadian Loan Parties in favor of the Canadian Agent, whether now owned or existing or hereafter acquired or arising (for the benefit of the Canadian Agent and the Canadian Revolving Lenders, and such Liens constitute perfected and continuing Liens on such Collateral, securing the Canadian Obligations, enforceable against the applicable Canadian Loan Parties and all being collectively referred to herein as “third parties, and having priority over all other Liens on such Collateral”): , in each case, except in the case of (i) Investment Property; Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the applicable Agent or the Ex-Im Revolving Lender, as applicable, pursuant to any applicable law and (ii) Goods; Liens perfected only by possession (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation including possession of any such restriction or prohibition, such property shall automatically become part certificate of the Collateral; or (btitle) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting applicable Agent or the Ex-Im Revolving Lender, as applicable, has not obtained or does not maintain possession of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawCollateral.

Security Interest in Collateral. As collateral security The provisions of this Agreement and the other Loan Documents (taken as a whole) create legal and valid Liens on all the Collateral in favor of or for the due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) benefit of the Administrative Agent, for the benefit of the Holders of Secured Obligations, Borrower hereby pledges and grants at such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), (b) with respect to Lender a lien on and continuing security interest identified intellectual property registered in all of Borrower’s rightthe United States, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commercerequired under applicable law, the recording applicable trademark security agreement and/or patent security agreement are filed in the appropriate divisions of a statement of use with the United States Patent and Trademark Office (and the appropriate fees are paid) and (ii) the applicable copyright security agreement is filed in the United States Copyright Office (and the appropriate fees are paid), (c) the Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (d) execution of the deposit account control agreements and securities account control agreements, (e) delivery of pledged securities to the Administrative Agent, and (f) notation of the Administrative Agent’s lien on any rolling stock or otherwiseother goods subject to a certificate of title, but such Liens will constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Liens permitted by Sections 6.02(a), (b), (c) and (h), to the extent any such Liens would have priority over the Liens in favor of or for the benefit of the Administrative Agent pursuant to any applicable law, (b) Liens perfected only by possession or control (including possession of any certificate of title) to the extent the granting Administrative Agent has not obtained or does not maintain possession or control of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawCollateral and (c) Liens on certificates of title on which the Administrative Agent has not been noted.

Security Interest in Collateral. As collateral security (a) The provisions of the Mortgages create legal and valid Liens on all the Collateral described therein in favor of the Administrative Agent, for the due benefit of the Secured Parties, and punctual payment when the Mortgages are filed in full when due the offices specified on Schedule 3.15 (whether at stated maturityin the case of Mortgages to be executed and delivered on the Effective Date) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.13), by acceleration or otherwise) of each Mortgage shall constitute perfected and continuing Liens on the Loan Parties’ right, title and interest in the Collateral described therein, securing the Secured Obligations, Borrower hereby pledges enforceable against the applicable Loan Party and grants to Lender a lien all third parties, and having priority over all other Liens on the Collateral except for Liens permitted by Section 6.02. (b) The Security Agreement creates legal and valid Liens on all the Collateral described therein in favor of the Administrative Agent, for the benefit of the Secured Parties, and when financing statements in appropriate form are filed in the offices specified on Schedule 3.15 at any time and such other filings as are identified in the Security Agreement have been completed, the Security Agreement shall constitute perfected and continuing security Liens on each Loan Parties’ right, title and interest in the Collateral described therein, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except for Liens permitted by Section 6.02. (c) The Pledge Agreement creates legal and valid Liens on all the Collateral described therein in favor of Borrowerthe Administrative Agent, for the benefit of the Secured Parties, and when financing statements in appropriate form are filed in the offices specified on Schedule 3.15 at any time, the Pledge Agreement shall constitute perfected and continuing Liens on the each Loan Party’s right, title and interest in and to all of the following propertyCollateral described therein, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (includingsecuring the Secured Obligations, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) enforceable against the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any applicable Loan Party and all additionsthird parties, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, having priority over all other Liens on the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed except for Liens permitted by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawSection 6.02.

Security Interest in Collateral. As collateral security for To secure the due prompt payment and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) performance to Lender of the Secured Obligations, Borrower hereby pledges and grants to Lender a lien on and continuing security interest in all of Borrower’s right, title and interest in and to Lien upon all of the following propertyProperty and interests in the following Property of Borrower, whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wheresoever located: (i) Investment PropertyPledged Contracts, Other Accounts, and rights to payment in connection therewith; (ii) GoodsEquipment; (iii) EquipmentGeneral Intangibles, including Borrower's tax refunds and choses in action that do not relate to the Collateral; (iv) Inventorythe Contribution and Servicing Agreements, and rights to payment in connection therewith; (v) Instruments Investment Property (as defined in the Code) consisting of all of Borrower's right, title, and interest in and to the Trust; (vi) All monies now or at any time or times hereafter in the possession or under the control of Lender or a bailee or Affiliate of Lender, and Deposit Accounts; (vii) All accessions to, substitutions for and all replacements, products and cash and non-cash Proceeds of (i) through (vi) above, including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and (viii) All books and records (including, without limitation, promissory notes); customer lists, credit files, computer programs, print-outs, and other computer materials and records) of Borrower pertaining to any of (vii) Accounts; through (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoingabove. Notwithstanding the foregoing, the Collateral shall not include the Contributed Non-Accrual Contracts existing as of August 31, 1997, pursuant to Section 5.3 of the Reorganization Plan, and Lender shall be deemed to include any have released all of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest its liens in such “intentContributed Non-to-use” trademarks would be contrary to applicable lawAccrual Contracts.

Security Interest in Collateral. As collateral This Indenture creates a valid, continuing and enforceable security for interest (as defined in the due and punctual payment applicable UCC) in full when due (whether at stated maturity, by acceleration or otherwise) the Indenture Collateral in favor of the Secured ObligationsTrustee, Borrower hereby pledges and grants to Lender a lien on and continuing which security interest in all of Borrower’s right, title and interest in and is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”):Issuer; (i) Investment Propertythe Indenture Collateral constitutes “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (ii) Goodsthe Issuer owns and has good and marketable title to the Indenture Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iii) Equipmentthe Issuer has received all consents and approvals required by the terms of the Indenture Collateral to the pledge of the Indenture Collateral hereunder to the Trustee; (iv) Inventorythe Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Indenture Collateral granted to the Trustee under this Indenture; (v) Instruments other than the security interest granted by the Issuer pursuant to this Indenture and any Permitted Liens, the Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Indenture Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Indenture Collateral other than any financing statement (includingA) relating to the security interest granted by the Issuer under this Indenture, without limitation, promissory notes)or (B) that has been terminated or for which a release or partial release (that covers any Indenture Collateral) has been filed. The Issuer is not aware of the filing of any judgment or tax Lien filings against the Issuer; (vi) Accountseach Underlying Note or Underlying Notes that constitute or evidence the Loan Assets has been or will be delivered to the Custodian in accordance with Section 2.09 of the Sale and Servicing Agreement; (vii) Documentsthe Issuer has received a written acknowledgment from the Custodian that the Custodian is holding, in accordance with Section 2.09 of the Sale and Servicing Agreement, any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Noteholders; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) the Underlying Notes that constitute or evidence the Indenture Collateral has any and all additionsmarks or notations indicating that they have been pledged, accessions and attachments assigned or otherwise conveyed to any Person other than the Issuer and the Trustee. The representations and warranties in Section 3.25(j) hereof shall survive the termination of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawthis Indenture.

Security Interest in Collateral. As collateral This Indenture creates a valid, continuing and enforceable security for interest (as defined in the due and punctual payment applicable UCC) in full when due (whether at stated maturity, by acceleration or otherwise) the Indenture Collateral in favor of the Secured ObligationsTrustee, Borrower hereby pledges and grants to Lender a lien on and continuing which security interest in all of Borrower’s right, title and interest in and is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”):Issuer; (i) Investment Propertythe Indenture Collateral constitutes “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (ii) Goodsthe Issuer owns and has good and marketable title to the Indenture Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iii) Equipmentthe Issuer has received all consents and approvals required by the terms of the Indenture Collateral to the pledge of the Indenture Collateral hereunder to the Trustee; (iv) Inventorythe Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Indenture Collateral granted to the Trustee under this Indenture; (v) Instruments other than the security interest granted by the Issuer pursuant to this Indenture and any Permitted Liens, the Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Indenture Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Indenture Collateral other than any financing statement (includingA) relating to the security interest granted by the Issuer under this Indenture, without limitation, promissory notes)or (B) that has been terminated or for which a release or partial release (that covers any Indenture Collateral) has been filed. The Issuer is not aware of the filing of any judgment or tax Lien filings against the Issuer; (vi) Accountseach Underlying Note or Underlying Notes that constitute or evidence the Loan Assets has been or will be delivered to the Custodian in accordance with Section 2.09 of the Sale and Servicing Agreement; (vii) Documents;the Issuer has received a written acknowledgment from the Custodian that the Custodian is holding, in accordance with Section 2.09 of the Sale and Servicing Agreement, any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Noteholders; and (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) the Underlying Notes that constitute or evidence the Indenture Collateral has any and all additionsmarks or notations indicating that they have been pledged, accessions and attachments assigned or otherwise conveyed to any Person other than the Issuer and the Trustee. The representations and warranties in ‎Section 3.25(j) hereof shall survive the termination of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawthis Indenture.

Security Interest in Collateral. As collateral The provisions of the Security Agreement, this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in which a security interest may be created under Article 9 of the UCC (“Article 9”) in favor and for the due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) benefit of the Secured Lender; and such Liens constitute perfected and continuing Liens on such Collateral, securing the Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens, on any material portion of such Collateral (such determination of materiality shall be made by Lender in its reasonable discretion), except in the case of (a) Permitted Encumbrances and Liens permitted under Section 6.02, to the extent any such Permitted Encumbrances and Liens would have priority over the Liens in favor of the Lender pursuant to any applicable law or agreement, (b) Liens that can be perfected only by possession or only by control, to the extent the Lender has not obtained or does not maintain possession or control of such Collateral, (c) if a Lien can be perfected either by possession or by control and also by filing a financing statement under Article 9, Lender will not have priority if the Lender has not obtained or does not maintain possession or control of such Collateral and the UCC grants priority to any third party having possession or control, (d) Liens that can only be perfected under a certificate of title law, to the extent the Lender has not complied with the terms thereof, (e) Liens on Collateral the existence of which the Borrower hereby pledges and grants has properly disclosed in writing to the Lender, if the Lender has determined not to take action that will result in either perfection or priority of Lender’s security interest therein, provided Borrower has delivered to the Lender a lien on and continuing security interest in all of Borrower’s right, title and interest in and to all certificate dated as of the following propertyClosing Date under which the Borrower represents that there is no such Collateral in existence on the Closing Date in excess of $100,000, (f) to the extent that Section 9-328 of the UCC grants priority to a third party over the Lender with respect to a Lien on Investment Property and the Lender has not obtained a control agreement with respect thereto (g) a Lien on a fixture, to the extent that Borrower has not verified whether now owned an encumbrancer or existing or hereafter acquired or arising owner of real estate has a Lien that is prior to that of Lender and (all being collectively referred h) Permitted Consignment Inventory. Nothing contained herein shall be construed as limiting the Lender’s ability to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments require that the Borrower take further action (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible gaining possession, control or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject consents) in order to a lien described in (e) of create or perfect the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a Lender’s security interest in such “intent-to-use” trademarks would be contrary the Collateral or to applicable lawgain priority thereof in favor of the Lender in accordance with the Security Agreement.

Security Interest in Collateral. As collateral security for the To secure payment and performance of all of Seller’s liabilities and obligations to Allied, including without limitation all amounts owing to Allied hereunder or damages arising due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) to Seller’s breach of the Secured Obligationsterms, Borrower hereby pledges warranties, representations, or conditions of this Agreement or any other agreement by and between Allied and Seller, whether now or hereafter owing to Allied, Seller grants to Lender Allied a lien on and continuing security interest Security Interest in all of Borrower’s rightits presently existing and hereafter arising, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising created: Accounts (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) including proceeds of inventory which are Accounts), Chattel Paper, General Intangibles, Supporting Obligations, Instruments (including, without limitation, including promissory notes); (vi) , Documents, Deposit Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Financial Assets, Securities, and Letter-of-Credit Rights Rights, which are Proceeds of Accounts, which evidence or secure an obligation to pay Accounts, or to which Proceeds of Accounts have been deposited, and Support Obligations; all amounts owing to Seller hereunder, including the Purchase Price and Reserve, and all Proceeds thereof (xii) collectively the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (“Collateral”). Seller agrees as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations follows with respect theretoto the aforementioned Collateral: (i) of every kind Allied shall have the right at any time and naturein its sole discretion to enforce Seller's rights against the Account Debtors and obligors; and (xvii) any and all additionsSeller will not pledge, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, hypothecate or encumber the Collateral shall not be deemed during the Term of this Agreement and while it is indebted or otherwise obligated to include any Allied; (iii) Allied may exercise all rights and remedies of an unpaid seller with respect to Accounts, Supporting Obligations, and Chattel Paper constituting Collateral hereunder, including the following: right of replevin, reclamation and stoppage in transit; (aiv) any equipment or other property financed by a third party and subject to a lien described in (e) Seller has the risk of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part loss of the Collateral; and (v) Allied shall have no duty to collect the Collateral or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of preserve or enforce any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior rights relating to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawCollateral.

Security Interest in Collateral. As collateral security for To secure the due prompt payment and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) performance to Agent and Lenders of the Secured Obligations, Borrower hereby pledges and grants to Lender Agent for its benefit and the ratable benefit of Lenders a lien on and continuing security interest in Lien upon all of Borrower’s right's assets, title and interest in and to including all of the following propertyProperty and interests in Property of Borrower, whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wheresoever located: (i) Investment PropertyAccounts; (ii) GoodsInventory; (iii) Equipment; (iv) InventoryGeneral Intangibles; (v) Instruments Investment Property; (vi) All monies and other Property of any kind now or at any time or times hereafter in the possession or under the control of Agent or any Lender or a bailee or Affiliate of Agent or any Lender; (vii) All accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) through (vi) above, including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and (viii) All books and records (including, without limitation, promissory notes); customer lists, credit files, computer programs, print-outs, and other computer materials and records) of Borrower pertaining to any of (vii) Accounts; through (vii) Documents; above. Notwithstanding the foregoing, Collateral shall not include: (viii1) Chattel Paper any licenses or permits, the encumbrance of which would violate any law, statute or regulation; or (whether tangible or electronic); (ix2) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles any material contract rights (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined belowany contracts or leases), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all the encumbrance of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or which would violate the terms of the agreements governing establishing such financing, rights; provided that upon cessation of Borrower shall use reasonable good faith efforts to obtain any necessary consent to enable any such restriction or prohibition, such property shall automatically become part of contract right to be included within the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable law.

Security Interest in Collateral. (a) As collateral of the Account Release Date, each of the Guarantee, each Account Control Agreement and the Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Securities described (and as defined) in the Security Agreement, when stock certificates representing such Pledged Securities are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement, when financing statements and other filings specified in Schedule 5.24(a) in appropriate form are filed in the offices specified in Schedule 5.24(a), the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all rights, title and interest of the Loan Parties in such Collateral and all proceeds thereof, as security for the due Obligations, in each case subject to no other Liens other than the Liens permitted under Section 7.01 and punctual payment with the lien priority as specified in full when due the Intercreditor Agreement. (whether at stated maturityb) As of the Account Release Date, by acceleration or otherwise) each of the Mortgages is effective to create in favor of the Collateral Agent, for the benefit of the Secured ObligationsParties, Borrower hereby pledges a legal, valid and grants to Lender enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are recorded in the offices specified in Schedule 5.24(b), each such Mortgage shall constitute a lien on fully perfected Lien on, and continuing security interest in in, all of Borrower’s right, title and interest in and to all of the following propertyLoan Parties in the Mortgaged Properties and the proceeds thereof, whether now owned or existing or hereafter acquired or arising (all being collectively referred as security for the Obligations, in each case subject to herein as “Collateral”): no other Liens other than (i) Investment Property; Permitted Encumbrances, (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (Liens created by or permitted under the Loan Documents, including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights the Liens permitted under Section 7.01 and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent lien priority as specified in the Intercreditor Agreement and Trademark Office or otherwise, but only (iii) minor defects in title that do not materially interface with the applicable Loan Parties’ ability to operate their business in the extent the granting of a security interest manner in such “intent-to-use” trademarks would be contrary to applicable lawwhich they are currently being conducted.

Security Interest in Collateral. As collateral security for the due (a) Pursuant to Sections 364(c)(2) and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise3) of the Secured ObligationsBankruptcy Code, Borrower each of the Borrowers hereby assigns and pledges to the Collateral Agent, for its benefit and grants for the ratable benefit of the Lenders and Lenders' Agent, and each of the Borrowers hereby covenants, represents, and warrants that, upon entry of the First Day Order, pursuant to Lender Bankruptcy Code Sections 364(c)(2) and (3), the Obligations of the Borrowers shall at all times be secured by a lien Lien on and continuing security interest in all of such Borrower’s 's right, title and interest in and to all of the following propertywhich (x) is and shall be subject and subordinate to the Liens thereon that are valid and perfected on the Filing Date (provided that, with respect to the Accounts identified on Schedule 2.27(a), each of the Borrowers hereby covenants, represents and warrants that such Accounts are not subject to any such Liens) and (y) otherwise is and shall be a first priority security interest senior to all other Liens, if any: all present and future Accounts, Real Estate, all Inventory, all present and future Equipment, Documents of Title, General Intangibles, and all other personal property of such Borrower (but excluding claims (or the proceeds derived from such claims) of the Debtors under Sections 544, 545, 547 and 548 of the Bankruptcy Code) and any other Collateral delivered to the Collateral Agent or Lenders' Agent or any Lender pursuant to this Agreement or any other agreement and the proceeds of each of the foregoing, as follows: (i) all of the foregoing, whether now owned or existing presently in existence or hereafter acquired or arising (all being collectively referred to herein created, however acquired or created, and which is owned by any Borrower or in which such Borrower has any interest, whether held by such Borrower or others for its account, and, in the case of Equipment, whether such Borrower's interest in such Equipment is as “Collateral”): (i) Investment Propertyowner or lessee or conditional vendee; (ii) Goodsall Inventory and any portion thereof which may be returned, rejected, reclaimed or repossessed by either the Collateral Agent or any Borrower from such Borrower's customers, as well as all supplies, goods, incidentals, packaging materials, labels and any other items which contribute to the finished goods or products manufactured or processed by any Borrower, or to the sale, promotion or shipment thereof; (iii) Equipmentall present and future Accounts; (iv) Inventoryall Real Estate; (v) Instruments all Equipment whether the same constitutes personal property or fixtures, as well as all accessories, motors, engines and auxiliary parts used in connection with or attached to Equipment; (vi) all present and future General Intangibles; and (vii) all proceeds and products of all of the foregoing. (b) Effective on and after the date of the entry by the Bankruptcy Court of the Interim Order, pursuant to Section 364(d)(1) of the Bankruptcy Code, each of the Borrowers hereby assigns and pledges to the Collateral Agent, for its benefit and for the ratable benefit of the Lenders and Lenders' Agent, a first priority priming security interest, senior to all other Liens, if any, in and Lien on all of such Borrower's right, title and interest in and to, and each of the Borrowers hereby covenants, represents, and warrants that, upon entry of the Interim Order, pursuant to Bankruptcy Code Section 364(d)(1), the Obligations of the Borrowers shall at all times be secured by, all of the following: all present and future Accounts, all Inventory that is not held at a skilled nursing Facility identified in Schedule 3.11 (the "Primed Inventory"), leasehold interests in respect of Real Estate and the proceeds of each of the foregoing, as follows: (i) all Primed Inventory and any portion thereof which may be returned, rejected, reclaimed or repossessed by either the Collateral Agent or any Borrower from such Borrower's customers, as well as all supplies, goods, incidentals, packaging materials, labels and any other items which contribute to the finished goods or products manufactured or processed by any Borrower, or to the sale, promotion or shipment thereof; (ii) all present and future Accounts subject only to the Omega Lien in respect of the Accounts identified in the definition of that term; (iii) all leasehold interests in respect of Real Estate; and (iv) all proceeds and products of the Collateral referred to above in this subsection (collectively, the "Primed Collateral"). Without limiting the foregoing, the first priority, priming Lien on Accounts granted hereunder shall be senior to and prime any right of a holder of a claim, including, without limitation, promissory notes);any governmental entity, mortgagee or landlord, that arose, or is deemed to arise, prior to the Filing Date to offset such claim against any Accounts that are created or otherwise arise after the Filing Date. (vic) Accounts;All of the right, title and interest of the Borrowers in and to all items identified in subsections (a) and (b) of this Section 2.27 are referred to collectively in this Agreement as the "Collateral." It shall be understood that upon (i) entry of the First Day Order, the Lien created under this Section 2.27 on the Accounts identified on Schedule 2.27(a) in favor of the Collateral Agent (for its benefit and the ratable benefit of the Lenders and Lenders' Agent) shall, subject to the Omega Lien in respect of the Accounts identified in the definition of that term, constitute a first priority Lien senior to all other Liens in all such Collateral and (ii) entry of the Interim Order and upon payment of the Borrowers' obligations under the Pre-Petition Secured Loans with the proceeds of the Borrowing under Section 2.01(d), the Lien created under this Section 2.27 on the Primed Collateral in favor of the Collateral Agent (for its benefit and the ratable benefit of the Lenders and Lenders' Agent) shall constitute a first priority Lien senior to all other Liens in all property of the Borrowers that, until such payment, was subject to any Lien in favor of any other Person. (viid) Documents; The Liens referred to in subsections (viiia) Chattel Paper and (whether tangible or electronicb) of this Section 2.27 shall be subject in each case to (1) in the event of the occurrence and during the continuance of a Carve-Out Event (as hereinafter defined); , the payment of allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $5,000,000 and (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii2) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; payment of fees pursuant to 28 U.S.C. Section 1930 (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoingcollectively, the "Carve-Out"); provided that following the Termination Date amounts in the Cash Collateral Account shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in the Carve-Out (e) of it being understood that the definition of Permitted Encumbrances Superpriority Claim granted to the extent Agents and the Lenders as described herein shall continue to be subject to the Carve-Out). The Lenders agree that the security interest so long as (i) no Event of Default under Section 7.01(b), Section 7.01(e)-(l), Section 7.01(p)-(q), or Section 7.01(t)-(x) is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; continuing or (bii) more than 65% of the presently existing Lenders' Agent has not given the professionals appointed in the Cases and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent Trustee written notice of the occurrence of any other Event of Default (a "Carve-Out Event"), the Borrowers shall be permitted to pay compensation and Trademark Office reimbursement of expenses authorized to be paid under 11 U.S.C. Section 330 and 11 U.S.C. Section 331 or otherwiseotherwise pursuant to an order of the Bankruptcy Court, but only to as the extent same may be due and payable, and the granting of a security interest in such “intentsame shall not reduce the Carve-to-use” trademarks would be contrary to applicable lawOut.

Security Interest in Collateral. As collateral security for To secure the due prompt payment and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) performance to Lender of the Secured Obligations, each Borrower hereby pledges and grants to Lender a lien on and continuing security interest in Lien upon all of Borrower’s right's assets, title and interest in and to including all of the following propertyProperty and interests in Property of Borrower, whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wheresoever located: (i) Investment PropertyAccounts; (ii) GoodsInventory; (iii) Equipment; (iv) InventoryGeneral Intangibles; (v) Instruments Investment Property; (vi) Chattel Paper, Documents and Instruments; (vii) Letter-of-Credit Rights; (viii) Payment Intangibles; (ix) Supporting Obligations; (x) Subsidiary stock; (xi) All monies (including deposit accounts) and other Property of any kind now or at any time or times hereafter in the possession or under the control of Lender or a bailee or Affiliate of Lender; (xii) All accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) through (xi) above, including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights proceeds of and Support Obligations; (xii) unearned premiums with respect to insurance policies insuring any of the Commercial Tort Claims set forth on Exhibit IV(xii) heretoCollateral; (xiii) General Intangibles all of Borrower's right, title and interest in and to (a) its respective goods and other property including, without limitationbut not limited to, payment intangibles and Intellectual Property Collateral (as defined below)all merchandise returned or rejected by customers, but excluding insurance proceeds relating to cargo insurance or securing any of the Accounts; (b) all of Borrower's rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lien or, including stoppage in transit, setoff, detinue, replevin, reclamation and workers’ compensation)repurchase; (c) all additional amounts due to Borrower from any customer relating to the Receivables; (d) other property, including warranty claims, relating to any goods securing this Agreement; (e) to the extent Borrower are not expressly prohibited by the terms of the following to grant a security interest in such rights, all of Borrower's contract rights, rights of payment which have been earned under a contract right, instruments, documents, chattel paper, warehouse receipts, deposit accounts, money, securities and investment property; (f) if and when obtained by Borrower, all real and personal property of third parties in which Borrower has been granted a lien or security interest as security for the payment or enforcement of Accounts; and (g) any other goods, personal property or real property now owned or hereafter acquired in which Borrower has expressly granted a security interest or may in the future grant a security interest to Lender hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between Lender and Borrower; (xiv) all of Borrower’s 's ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by Borrower or in which either has an interest), computer programs, tapes, disks and documents relating to any of the assets or property described in this definition; (xv) all of the collateral referred to in the Loan Documents and all other tangible and intangible personal property and fixtures (but none assets that is intended to be subject to any Lien in favor of its obligations with respect thereto) the Lender for the benefit of every kind and naturethe Lender; and (xvxvi) any all proceeds and all additions, accessions and attachments to products of any of the foregoing and any substitutionsassets or property described in this definition in whatever form, replacements, proceeds (including, without limitationbut not limited to: cash, insurance deposit accounts (whether or not comprised solely of proceeds), products certificates of deposit, insurance proceeds (including hazard, flood and supporting obligations credit insurance), negotiable instruments, investment property and other instruments for the payment of the foregoing. Notwithstanding the foregoingmoney, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawtort claim proceeds.

Security Interest in Collateral. As collateral security for the To secure Seller’s payment to Allied of all amounts owing to Allied hereunder or damages arising due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) to Seller’s breach of the Secured Obligationsterms, Borrower hereby pledges warranties, representations, or conditions of this Agreement or any other agreement by and between Allied and Seller, whether now or hereafter owing to Allied, Seller grants to Lender Allied a lien on and continuing security interest Security Interest in all of Borrower’s right, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued arising, acquired or created: All amounts owing to Seller under this Factoring Agreement including the Purchase Price and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at Reserve and all times prior to the first use proceeds thereof, whether by Accounts (including Accounts that are proceeds of Inventory) and the actual use thereof in commerce, the recording following property of a statement of use with the United States Patent and Trademark Office or otherwise, Seller (but only to the extent it constitutes proceeds, payment, or secures or assures payment of Accounts, or is returned goods): Chattel Paper, Supporting Obligations, Instruments, Inventory that is goods returned by an Account Debtor, Documents and Letter-of Credit Rights. Seller agrees as follows with respect to the granting aforementioned Collateral: (i) Allied shall have the right at any time and in its sole discretion to enforce Seller's rights against the Account Debtors and obligors; (ii) Seller will not pledge, hypothecate or encumber the Collateral during the Term of a security interest this Agreement and while it is indebted or otherwise obligated to Allied; (iii) Allied may exercise all rights and remedies of an unpaid seller with respect to Accounts, Supporting Obligations, and Chattel Paper constituting Collateral hereunder, including the right of replevin, reclamation and stoppage in transit; (iv) Seller has the risk of loss of the Collateral; (v) Allied shall have no duty to collect the Collateral or preserve or enforce any rights relating to the Collateral; and (vi) Factor may, at its sole discretion, be willing to subordinate its first lien position in certain accounts that Factor has declined to purchase. Any such “intent-to-use” trademarks would release must be contrary in writing and signed by Allied to applicable lawbe effective.

Security Interest in Collateral. As collateral security To secure the prompt payment and performance to the Credit Parties of the Obligations, each Loan Party hereby grants to the Agent, for the due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) ratable benefit of the Secured ObligationsCredit Parties, Borrower hereby pledges and grants to Lender a lien on and continuing security interest in Lien upon all of Borrowersuch Loan Party’s rightassets, title and interest in and to including all of the following propertyproperty and interests in property of such Loan Party (but, for the avoidance of doubt, expressly excluding the Excluded Assets and the Excluded Deposit Accounts), whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wheresoever located: (ia) Investment Propertyall Accounts; (iib) all Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (, including, without limitation, promissory notesall Equipment (including Rolling Stock), Fixtures and Inventory; (vic) Accounts; (vii) Documents; (viii) all Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xiid) the Commercial Tort Claims set forth specified on Exhibit IV(xii) heretoSchedule 4.01; (xiiie) all Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies and property in the possession or under the control of the Agent, on behalf of the Credit Parties, or any affiliate, representative, agent or correspondent of the Lender; (f) all Documents (g) all General Intangibles (including, without limitation, payment intangibles and all Payment Intangibles, Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensationLicenses); (xivh) all of Borrower’s Instruments (including, without limitation, Promissory Notes); (i) all Investment Property; (j) all Letter‑of‑Credit Rights; (k) all Pledged Interests; (l) all Supporting Obligations; (m) all refunds for Taxes, (n) all other tangible and intangible personal property of such Loan Party (whether or not subject to the UCC or PPSA), including, without limitation, all bank and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any other accounts and all additionscash and all investments therein, accessions all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and attachments replacements of and to any of the foregoing and any substitutions, replacements, proceeds property of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, insurance proceeds)any Insurance Proceeds thereon and all causes of action, products claims and supporting obligations warranties now or hereafter held by such Loan Party in respect of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or other property financed by a third party and subject to a lien described in (e) under the control of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors Loan Party or any other mattersPerson from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and (o) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; (I) in each case howsoever such Loan Party’s interest therein may arise or appear (cwhether by ownership, security interest, claim or otherwise). (II) “intent-to-use” trademarks at all times prior Notwithstanding anything herein to the first use thereofcontrary, whether by for the actual use thereof in commerceavoidance of doubt, the recording of a statement of use with the United States Patent term “Collateral” shall not include, and Trademark Office or otherwiseno Loan Party is pledging, but only to the extent the nor granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawhereunder in, any Excluded Assets and the Excluded Deposit Accounts.

Security Interest in Collateral. As collateral security for 4.1 In order to secure the due and punctual payment in full when due (whether at stated maturityobligations of Seller hereunder, by acceleration or otherwise) of the Secured Obligations, Borrower each Seller hereby pledges and grants to Lender FSW a lien on and continuing security interest in all of Borrower’s rightCollateral, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired by Seller, as an additional inducement to FSW to enter into this Agreement. FSW shall have a first priority security interest in all Collateral, provided, however, that FSW agrees that it will accept a second junior lien position in all right, title, claim, legal or equitable interest in or arising out of equipment and machinery owned, leased or used by Seller in the ordinary course and operation of its business and FSW will promptly execute any and all documents necessary for recordation for such subordinated position, which shall be in the sole discretion of FSW. 4.2 Seller authorizes FSW at any time and from time to time to file any financing statements and amendments thereto that it deems appropriate to perfect its security interest in the Collateral Such financing statement may, at the sole discretion of FSW, (all being collectively referred to herein a) describe the Collateral as “Collateral”):all assets of Seller, excluding certain Accounts owed by government agencies” or words of similar effect; (b) include a statement that Seller has agreed not to assign its Accounts to any other party; and/or (c) include a statement that any grant of a subsequent security interest may constitute a tortious interference with FSW’s rights under this Agreement. (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (4.3 In the event any principal of either Seller including, but not limited to equity owners, managers, officers or directors, and their respective employees and agents (collectively with Seller, the “Seller Parties”) during the term of this Agreement or while Seller remains liable to FSW for any Obligations, directly or indirectly, including acting by, through or in conjunction with any other person, cause to be formed a new entity or otherwise become associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise in a business similar to or competitive with that of Seller (a “New Entity”), such New Entity shall be deemed to have jointly and severally with Seller expressly assumed the Obligations due FSW under this Agreement. Seller and New Entity shall notify FSW of the formation of the New Entity within one (1) Business Day of formation. With respect to any such New Entity, Seller shall be deemed to have been granted FSW an irrevocable power of attorney with authority to file an initial UCC-1 financing statement with the New Entity as Debtor and to have the UCC-1 financing statement filed with any and all appropriate secretaries of state or other UCC filing offices. FSW shall be held harmless by Seller and the Seller Parties and be relieved of any liability as a result of FSW’s authentication and filing of any such financing statement or the resulting perfection of its ownership or security interests in such New Entity’s assets. The Seller Parties shall, and shall cause the New Entity, to execute and deliver to FSW agreements substantially identical to this Agreement and all other agreements between Seller and FSW or its affiliates, within five (5) Business Days following FSW’s request to do so. FSW shall have the right to notify the Customers of the New Entity of FSW’s rights, including without limitation, promissory notes); (vi) FSW’s right to collect all Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible , and to notify any creditor of the New Entity that FSW has such rights in the New Entity’s assets. Nothing in this Section shall authorize or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) excuse the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to formation by any of the foregoing and any substitutionsof a New Entity or to otherwise divert or attempt to divert accounts, replacementsassets, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoingincome or business away from Seller or FSW. Notwithstanding the foregoingabove, the Collateral shall terms and conditions set forth in this Section 4.3 remain subject to any covenants contained in Section 8 below, including, but not be deemed limited to, any requirements that Seller receive FSW’s consent and approval prior to include any merger, sale or other similar transaction as specified in Section 8.9 of the following: (a) any equipment Seller’s business or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawassets.

Security Interest in Collateral. As collateral security for To secure the due prompt payment and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) performance to Agent and Lenders of the Secured Obligations, Borrower hereby pledges and grants to Lender Agent for its benefit and the ratable benefit of Lenders a lien on and continuing security interest in Lien upon all of Borrower’s rightassets (excluding the real Property at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, title and interest in and to ▇▇▇▇▇▇▇, ▇▇▇▇▇), including all of the following propertyProperty and interests in Property of Borrower, whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wheresoever located: (i) Investment PropertyAccounts; (ii) GoodsInventory; (iii) Equipment; (iv) InventoryGeneral Intangibles; (v) Instruments Investment Property; (vi) All monies and other Property of any kind now or at any time or times hereafter in the possession or under the control of Agent or any Lender or a bailee or Affiliate of Agent or any Lender; (vii) All accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) through (vi) above, including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and (viii) All books and records (including, without limitation, promissory notes); customer lists, credit files, computer programs, print-outs, and other computer materials and records) of Borrower pertaining to any of (vii) Accounts; through (vii) Documents; above. Notwithstanding the foregoing, Collateral shall not include: (viii1) Chattel Paper any licenses or permits, the encumbrance of which would violate any law, statute or regulation; or (whether tangible or electronic); (ix2) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles any material contract rights (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined belowany contracts or leases), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all the encumbrance of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or which would violate the terms of the agreements governing establishing such financing, rights; provided that upon cessation of Borrower shall use reasonable good faith efforts to obtain any necessary consent to enable any such restriction or prohibition, such property shall automatically become part of contract right to be included within the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable law.

Security Interest in Collateral. As collateral security To secure the prompt payment and ------------------------------- performance to Agent and Lenders of the Obligations, each Borrower hereby grants to Agent, for the due benefit of Agent and punctual payment in full when due (whether at stated maturityLenders, by acceleration or otherwise) of the Secured Obligations, Borrower hereby pledges and grants to Lender a lien on and continuing security interest in Lien upon all of such Borrower’s right's now owned and hereafter acquired tangible and intangible personal property, title and interest in and to including all of the following propertyProperty and interests in Property of each Borrower, whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wheresoever located: (i) Investment PropertyAccounts; (ii) GoodsInventory; (iii) Equipment; (iv) InventoryGeneral Intangibles; (v) Instruments Deposit accounts; (vi) All monies and other Property of any kind now or at any time or times hereafter in the possession or under the control of Agent or any Lender or a bailee or Affiliate of Agent or any Lender; (vii) All investment property (as defined in the Code), including, but not limited to, securities and security entitlements; (viii) All accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) through (vii) above, including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and (ix) All books and records (including, without limitation, promissory notes); customer lists, credit files, computer programs, print-outs, and other computer materials and records, copies of which may be retained by Borrower if originals are required to be delivered to Agent in order to perfect any security interest granted hereunder) of Borrowers pertaining to any of (vii) Accounts; (vii) Documents; through (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawabove.

Security Interest in Collateral. As collateral security To secure the prompt payment and performance to Agent and Lenders of the Obligations and satisfaction by Borrowers of all covenants and undertakings contained in the Loan Documents, each Borrower hereby grants to Agent, for the due and punctual payment in full when due (whether at stated maturityratable benefit of Lenders, by acceleration or otherwise) of the Secured Obligations, Borrower hereby pledges and grants to Lender a lien on and continuing security interest in and Lien upon all of such Borrower’s right, title 's Property (other than Equipment and interest in Fixtures and any General Intangibles or insurance proceeds to all of the following propertyextent related to Equipment or Fixtures), whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wherever located, including without limitation the following: (i) Investment PropertyAccounts (specifically including Health-Care-Insurance Receivables); (ii) Inventory and other Goods, and all accessions, additions, attachments, improvements; substitutions and replacements thereto and therefor; (iii) EquipmentChattel Paper; (iv) InventoryInstruments; (v) Instruments (including, without limitation, promissory notes)Documents; (vi) AccountsGeneral Intangibles (specifically including Payment Intangibles and Software); (vii) DocumentsDeposit Accounts; (viii) Chattel Paper Investment Property (whether tangible or electronicspecifically including Certificated Securities, Security Entitlements and Uncertificated Securities) and Financial Assets (provided that the pledge of and creation of a security interest in and Lien upon any capital stock issued by a corporation organized in a jurisdiction outside the United States shall be limited to sixty-five percent (65%) of such capital stock); (ix) DDAsContract Rights; (x) FixturesIntellectual Property; (xi) Letters-of-Credit, Money (of every jurisdiction whatsoever) (xii) Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) heretoRights; (xiii) Payment Intangibles; (xiv) Supporting Obligations (xv) All monies and other Property (other than Equipment and Fixtures and any General Intangibles or insurance proceeds to the extent related to Equipment and Fixtures) of any kind now or at any time or times hereafter in the possession or under the control of Agent or any Lender or a bailee or Affiliate of Agent or any Lender; (xvi) All Commercial Lockboxes, all Government Lockboxes, all Concentration Accounts, all Dominion Accounts and other accounts into which any of the Collections are deposited, all funds received thereby or deposited therein, and any checks or instruments from time to time representing or evidencing the same; (xvii) All accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) through (xviii) above, including, without limitation, payment intangibles proceeds of and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations unearned premiums with respect thereto) to insurance policies insuring any of every kind and naturethe Collateral; and (xvxviii) To the extent not included in the foregoing, all other personal property of any kind or description; together with all Proceeds, products, offspring, rents, issues, profits and all additions, accessions returns of and attachments to or from any of the foregoing and any substitutionsall books and records (including without limitation customer lists, replacementscredit files, proceeds (includingcomputer programs, without limitation, insurance proceedsprintouts and other computer records and materials), products writings, data bases, information and supporting obligations other property relating to, used or useful in connection with, or evidencing, embodying incorporating or referring to any of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances provided that to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation provisions of any such restriction lease or prohibition, such property shall automatically become part license of the Collateral; Software or Intellectual Property expressly prohibit (bwhich prohibition is enforceable under applicable law) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors assignment or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting grant of a security interest in any Borrower's interest therein, Agent will not enforce its security interest in such “intent-to-use” trademarks would Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, each Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent, for the ratable benefit of Lenders, (and to Agent's enforcement of such security interest) in such rights of such Borrower under such lease or license. The security interest in and Lien upon the Collateral granted to Agent, for the ratable benefit of the Lenders, under this Section 5.1 shall be contrary prior to applicable lawany other Lien or security interest in the Collateral, except to the extent any such Collateral is subject to a Purchase Money Lien, a Capitalized Lease Obligation or a Lien, as shown on Schedule 8.2.5 hereof, in which case, the security interest and Lien granted to Agent, for the ratable benefit of the Lenders, under this Section shall be junior only to such a Lien (and any extension, or renewal or replacement thereof) and shall be senior to any and all other Liens on any such Property.

Security Interest in Collateral. As collateral security The provisions of the Collateral Documents when executed and delivered create legal and valid Liens on all of the Collateral in favor of the Lender, for the due benefit of the Secured Parties, and punctual payment such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party (except as enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally), and having priority over all other Liens on the Collateral except in full when due the case of (whether at stated maturitya) Permitted Encumbrances and other Liens permitted by Section 6.02, to the extent any such Liens would have priority over the Liens in favor of the Lender pursuant to any applicable law or agreement, (b) Liens perfected only by acceleration possession (including possession of any certificate of title) or otherwisecontrol to the extent the Lender has not obtained or does not maintain possession or control of such Collateral, and (c) Liens on Ex-Im Priority Collateral pursuant to the Intracreditor Agreement, which are junior only to the Liens of the Lender in the Ex-Im Priority Collateral. 1.2 The references to “Eligible Inventory” in Section 5.02(e), Section 5.16(b), and clause (g)(iii) of the Reporting Schedule of the Credit Agreement are replaced with references to “Eligible Inventory and Eligible Export-Related Inventory”. 1.3 The references to “Eligible Accounts” in clause (g)(iii) of the Reporting Schedule of the Credit Agreement are replaced with references to “Eligible Accounts and Eligible Export-Related Accounts”. 1.4 Section 6.02(a) is restated as follows: (a) Liens securing any of the Secured Obligations, Borrower hereby pledges and grants ; 1.5 The following paragraph is added to Lender a lien on and continuing security interest in all the end of Borrower’s right, title and interest in and to all Article VII of the following propertyCredit Agreement: Notwithstanding anything to contrary in this Agreement, whether now owned any other Loan Document, the Export Credit Agreement or existing or hereafter acquired or arising (all being collectively referred to herein as any document executed in connection therewith, any event that would constitute an “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral Event of Default” (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xivin the Export Credit Agreement) all under the Export Credit Agreement solely as a result of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any one or more of the foregoing and any substitutions, replacements, proceeds Borrowers failing to comply with a term in an Ex-Im Bank Document (including, without limitation, insurance proceeds), products and supporting obligations of as defined in the foregoing. Notwithstanding Export Credit Agreement) that differs from the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described corresponding term in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors this Agreement or any other matters; or (c) “intent-to-use” trademarks at all times prior to Loan Document, and does not otherwise constitute an Event of Default hereunder, shall not constitute an Event of Default hereunder. 1.6 The following definitions in the first use thereof, whether by Definitions Schedule of the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable law.Credit Agreement are restated as follows:

Security Interest in Collateral. As collateral security for the To secure payment and performance of all of Seller’s liabilities and obligations to Purchaser, whether now existing or hereafter arising or owing by Seller, including, without limitation (a) all amounts now or hereafter owing by Seller to Purchaser hereunder, and (b) all damages suffered by Purchaser arising due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) to Seller’s breach of the Secured Obligationsterms, Borrower hereby pledges warranties, representations, or conditions of this Agreement or any other agreement by and between Purchaser and Seller, and (c) all amounts now or hereafter owed by Seller to Purchaser under any other agreement now or hereafter executed by Seller in favor of Purchaser, Seller grants to Lender Purchaser a lien on and continuing security interest (the "Security Interest") in all of Borrower’s rightSeller's presently existing and hereafter arising, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): created (i) Investment Property; Accounts, (ii) Goods; Inventory, (iii) Chattel Paper, Deposit Accounts, Documents, Equipment; (iv) Inventory; (v) , , Financial Assets, Fixtures, General Intangibles, Instruments (including, without limitation, including promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Investment Property, Letter-of-Credit Rights Rights, Securities, Software and Support Supporting Obligations; , (xiiiv) the Commercial Tort Claims set forth on Exhibit IV(xiibooks and records of Seller which relate to Accounts, (v) hereto; (xiii) General Intangibles (all amounts owing to Seller hereunder, including, without limitation, payment intangibles the Purchase Price of all Accounts sold to Purchaser and Intellectual Property Collateral the Reserve, and (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xivv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any Proceeds of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations all of the foregoingforegoing collateral described above, collectively the “Collateral”). Notwithstanding Seller agrees as follows with respect to the foregoingCollateral: (i) Purchaser shall have the right at any time or times and in its sole discretion to enforce Seller's rights against the Account Debtors and all of Seller's other obligors; (ii) Seller will not pledge, hypothecate or encumber the Collateral shall not be deemed during the Term of this Agreement and while it is indebted or otherwise obligated to include any Purchaser; without the express written consent of Purchaser (iii) Purchaser may exercise all rights and remedies of an unpaid seller with respect to Accounts, Supporting Obligations, and Chattel Paper constituting Collateral hereunder, including the following: right of replevin, reclamation and stoppage in transit; (aiv) any equipment or other property financed by a third party and subject to a lien described in (e) Seller bears the risk of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part loss of the Collateral; and (v) Purchaser shall have no duty to collect the Collateral or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of preserve or enforce any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior rights relating to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawCollateral.

Security Interest in Collateral. As collateral security Any Security Document shall cease, for the due and punctual payment any reason, to be in full when due force and effect or any party thereto (whether at stated maturityother than the Agent) shall so assert in writing; or any Security Document shall cease to be effective to grant a perfected Lien to the Agent (in the case of perfection, by acceleration or otherwise) of the Secured Obligations, Borrower hereby pledges and grants to Lender a lien on and continuing security interest in all of Borrower’s right, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that such Lien can be perfected by filing under the security interest is prohibited by any law UCC or regulation or recording in the terms real estate records of the agreements governing county in which the Premises are located), for the equal and ratable benefit of the Secured Parties, on the Collateral described therein with the priority purported to be created thereby; THEREUPON, and in every such financingevent and at any time thereafter during the continuance of such event, provided that upon cessation the Agent may, and at the request of the Majority Banks shall, by written notice to the Company, at the same or different times, take one or more of the following actions: (i) declare the Commitment and the obligation of each Bank to make or Convert Loans to be terminated, whereupon the same shall forthwith terminate, (ii) declare the unpaid principal amount and interest under the Notes and all other amounts payable by the Company hereunder and under the other Financing Documents to be forthwith due and payable, whereupon such amounts shall become forthwith due and payable, both as to principal and interest and all other Obligations, without presentment, demand, protest or any other notice of any such restriction kind, all of which are hereby expressly waived, anything contained herein or prohibitionin any other Financing Document to the contrary notwithstanding, such property shall automatically become part and/or (iii) subject to the receipt of any required Government Approvals and any other applicable Laws, exercise in respect of the Collateral; , in addition to the other rights and remedies provided for herein and in the Security Documents or (b) more than 65% otherwise available to the Agent or the other Secured Parties, all the rights and remedies of a secured party on default under the presently existing Uniform Commercial Code in effect in the State of New York and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or in effect in any other mattersjurisdiction in which any Collateral is located at that time; or (c) “intent-to-use” trademarks at all times prior provided that if any event specified in Section 10.07 above occurs with respect to the first use thereof, whether by the actual use thereof in commerceCompany, the recording acceleration specified in clause (ii) above shall be deemed to have been made upon the occurrence of a statement of use with the United States Patent and Trademark Office or otherwise, but only such event without notice to the extent Company from the granting Agent. Simultaneously with its giving of a security interest in notice to the Company under this Section 10, the Agent shall notify each Bank of such “intent-to-use” trademarks would be contrary to applicable lawaction.

Security Interest in Collateral. As collateral security for the due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwisea) of The Debtor hereby grants to the Secured Obligations, Borrower hereby pledges and grants to Lender Parties a first-in-priority lien on and a continuing security interest in the Collateral together with all of Borrower’s rightsubstitutions, title replacements and interest in and to proceeds, including all of the following property, whether foregoing now owned or existing or in existence and all thereof hereafter acquired by Debtor at any time or arising (all being collectively referred times regardless of whether prior to, contemporaneously with or subsequent to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all incurring of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing Debtor’s Liabilities to the Secured Parties. (b) The security interest created herein shall attach without the execution or delivery to the Secured Parties of any instruments, documents, assignments or other agreements of transfer, and in the event that any substitutionssuch instruments, replacementsdocuments or other agreements of transfer are or will be delivered to the Secured Parties, proceeds the same are and will be in furtherance of the security interest created by virtue of this Agreement. (includingc) This security interest is given to secure payment and performance of the Liabilities of the Debtor to the Secured Parties. (d) At any time and from time to time, without limitation, insurance proceedsupon the request of the Secured Parties representing more than fifty percent (50%) of the total collective principal amount of the Notes (the “Majority Holders”), products and supporting obligations of the foregoing. Notwithstanding the foregoingDebtor will give, the Collateral shall not be deemed to include execute, deliver, file and/or record any of the following: (a) any equipment notice, statement, instrument, document, agreement or other property financed by a third party papers that may be necessary, or that the Majority Holders may reasonably request, in order to preserve, perfect or validate any security interest granted pursuant hereto or to enable the Secured Parties to exercise and subject enforce their rights hereunder or with respect to a lien described in such security interest. (e) The right is expressly granted to the Majority Holders at their discretion, to file in those jurisdictions where the same is permitted, one or more financing statements under the Uniform Commercial Code signed only ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ on behalf of the definition Secured Parties, and indicating therein the types or describing the items of Permitted Encumbrances to Security herein specified. Without the extent that the security interest is prohibited by any law or regulation or the terms prior written consent of the agreements governing such financingMajority Holders, provided that upon cessation of the Debtor shall not file or authorize or permit to be filed in any jurisdiction any such restriction financing or prohibition, like statement other than such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with naming the United States Patent and Trademark Office or otherwise, but only to Secured Parties as the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawsecured party.

Security Interest in Collateral. As collateral security To secure the prompt payment and performance to the Credit Parties of the Obligations, each Loan Party hereby grants to the Agent, for the due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) ratable benefit of the Secured ObligationsCredit Parties, Borrower hereby pledges and grants to Lender a lien on and continuing security interest in Lien upon all of Borrowersuch Loan Party’s rightassets, title and interest in and to including all of the following propertyproperty and interests in property of such Loan Party (but, for the avoidance of doubt, expressly excluding the Excluded Assets and the Excluded Deposit Accounts), whether now owned or existing or hereafter created, acquired or arising (all being collectively referred to herein as “Collateral”):and wheresoever located: (ia) Investment Propertyall Accounts; (iib) all Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (, including, without limitation, promissory notesall Equipment (including Rolling Stock), Fixtures and Inventory; (vic) Accounts; (vii) Documents; (viii) all Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xiid) the Commercial Tort Claims set forth specified on Exhibit IV(xii) heretoSchedule 4.01; (xiiie) all Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies and property in the possession or under the control of the Agent, on behalf of the Credit Parties, or any affiliate, representative, agent or correspondent of the Lender; (f) all Documents (g) all General Intangibles (including, without limitation, payment intangibles and all Payment Intangibles, Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensationLicenses); (xivh) all of Borrower’s Instruments (including, without limitation, Promissory Notes); (i) all Investment Property; (j) all Letter‑of‑Credit Rights; (k) all Pledged Interests; (l) all Supporting Obligations; (m) the Centrex Acquisition Documents, Seller Undertakings and Payments; (n) all refunds for Taxes, (o) all other tangible and intangible personal property of such Loan Party (whether or not subject to the UCC or PPSA), including, without limitation, all bank and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any other accounts and all additionscash and all investments therein, accessions all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and attachments replacements of and to any of the foregoing and any substitutions, replacements, proceeds property of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, insurance proceeds)any Insurance Proceeds thereon and all causes of action, products claims and supporting obligations warranties now or hereafter held by such Loan Party in respect of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or other property financed by a third party and subject to a lien described in (e) under the control of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors Loan Party or any other mattersPerson from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and (p) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; (I) in each case howsoever such Loan Party’s interest therein may arise or appear (cwhether by ownership, security interest, claim or otherwise). (II) “intent-to-use” trademarks at all times prior Notwithstanding anything herein to the first use thereofcontrary, whether by for the actual use thereof in commerceavoidance of doubt, the recording of a statement of use with the United States Patent term “Collateral” shall not include, and Trademark Office or otherwiseno Loan Party is pledging, but only to the extent the nor granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawhereunder in, any Excluded Assets and the Excluded Deposit Accounts.

Security Interest in Collateral. As collateral security for the To secure payment and performance of all of Seller‘s liabilities and obligations to Allied, including without limitation all amounts owing to Allied hereunder or damages arising due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) to Seller’s breach of the Secured Obligationsterms, Borrower hereby pledges warranties, representations, or conditions of this Agreement or any other agreement by and between Allied and Seller, whether now or hereafter owing to Allied, Seller grants to Lender Allied a lien on and continuing security interest Security Interest in all of Borrower’s rightits presently existing and hereafter arising, title and interest in and to all of the following property, whether now owned or existing or hereafter acquired or arising created: Accounts, Chattel Paper, General Intangibles, Supporting Obligations, Equipment, Inventory, Instruments (including promissory notes), Documents, Deposit Accounts, Financial Assets, Securities, Letter- of- credit Rights and all being amounts owing to Seller hereunder, including the Purchase Price and Reserve, and all Proceeds thereof (collectively referred to herein as the “Collateral”): ). Seller agrees as follows with respect to the aforementioned Collateral: (i) Investment Property; Allied shall have the right at any time and in its sole discretion to enforce Seller’s rights against the Account Debtors and obligors; (ii) Goods; Seller will not pledge, hypothecate or encumber the Collateral during the Term of this Agreement and while it is indebted or otherwise obligated to Allied; (iii) Equipment; Allied may exercise all rights and remedies of an unpaid seller with respect to Accounts, Supporting Obligations, and Chattel Paper constituting Collateral hereunder, including the right of replevin, reclamation and stoppage in transit; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) Seller has the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral (as defined below), but excluding insurance proceeds relating to cargo insurance and workers’ compensation); (xiv) all risk of Borrower’s other tangible and intangible personal property and fixtures (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third party and subject to a lien described in (e) of the definition of Permitted Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such restriction or prohibition, such property shall automatically become part loss of the Collateral; and (v) Allied shall have no duty to collect the Collateral or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of preserve or enforce any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior rights relating to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable lawCollateral.