Common use of The Collateral Clause in Contracts

The Collateral. To secure payment and performance of all the Borrower's Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property: (a) All goods now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the Borrower's custody or possession, together with all returns on accounts. (d) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (e) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (f) All monies, deposit accounts, certificates of deposit and securities of the Borrower now or hereafter in the Bank's or its agents' possession. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.

The Collateral. To secure payment and performance of all the Borrower's Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property: (a) All goods now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the Borrower's custody or possession, together with all returns on accounts. (dc) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (ed) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (fe) All monies, deposit accounts, certificates of deposit and securities of the Borrower now or hereafter in the Bank's or its agents' possession. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.

The Collateral. To secure payment and performance of all the Borrower's Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property:property ("Collateral"): (a) All goods now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the Borrower's custody or possession, together with all returns on accounts. (dc) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (ed) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (fe) All monies, deposit accounts, certificates of deposit and securities of the Borrower now or hereafter in the Bank's or its agents' possession. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.

The Collateral. To secure payment and performance of all the Borrower's Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property:property (the "Collateral"): (a) All goods now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the Borrower's custody or possession, together with all returns on accounts. (dc) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (ed) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (fe) All monies, deposit deposits accounts, certificates of deposit and securities of the Borrower now or hereafter in the Bank's or its agents' possession. (f) All crops now growing or hereafter to be grown, together with all products and proceeds thereof (the "Crops"), on that certain real property described in the attached Exhibit "A" (the "Real Property"). (g) All farm products now owned or hereafter acquired by or for the benefit of the Borrower consisting of supplies used or produced in the farming operations of the Borrower. (h) All proceeds of the Collateral, including but not limited to, all accounts, contract rights, documents, instruments and chattel paper resulting from the sale or disposition of the Collateral. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.

The Collateral. To secure payment The Obligations shall be secured by valid and performance of all perfected first liens on the Borrower's Obligations inventory, accounts receivable, contract rights (including rights under this Agreement and all other liabilitiesthe Acquisition Agreement) or proceeds thereof, loansnotes receivable, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest general intangibles (including rights in and to all bank and other depository accounts except that the Borrower and the Guarantors need not take any steps to perfect a lien on accounts maintained in proximity to its operations for the purpose of paying amounts owing (as opposed to receiving collections) provided that the total balance on deposit in such accounts shall not exceed $250,000), fixtures, furniture, equipment (other than aircraft and vehicles covered by a certificate of title law), Timberland (provided that the Timberland which is the subject of the following property: (aFrontier Stumpage Contract will be subject to the rights of Frontier and its successors and assigns thereunder) All goods and other land of the Borrower and the Guarantors, by the capital stock or other equity interests in the Subsidiaries owned by the Borrower, by the rights of STT II in the escrow referred to in Section 3.4(b)(v) hereof and by all equity interests in the Borrower and STP II, in each instance whether now owned or hereafter acquired by (collectively the "Collateral"), and the Borrower and the Guarantors agree that they will from time to time at the request of the Administrative Agent or the Required Lenders execute and deliver and cause to be executed and delivered such documents and do such acts and things as the Administrative Agent or Required Lenders may reasonably request in which order to provide for or perfect such liens. The foregoing to the Borrower now has or may hereafter acquire any interestcontrary notwithstanding, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) unless and until an Event of Default has occurred and is continuing the Borrower need not deliver any note receivable to the Administrative Agent which has a sale and leaseback transaction principal balance of $1,000,000 or less, (ii) the Administrative Agent's liens on the equity interests in the Borrower and STP II shall be subordinate to a debt financing transaction lien thereon securing the Bridge Loan and (iii) the Collateral shall not include the Transferred Assets. The Borrower and the Guarantors agree to promptly, but in an amount not any event within 30 days of the date hereof, make such arrangements as shall be necessary or appropriate to exceed assure that all proceeds of the purchase price Collateral are deposited (in the same form as received) in accounts maintained with, or under the dominion and control of, the Administrative Agent, such accounts to constitute special restricted accounts, the Borrower and secured by the Guarantors acknowledging that the Administrative Agent has (and is hereby granted) a security interest first priority lien on such accounts and all funds contained therein to secure the Obligations. If and to the extent that proceeds are deposited in such property. (c) All inventory now owned or hereafter acquired by accounts maintained with financial institutions other than the BorrowerAdministrative Agent, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of it shall be a condition to the Borrower's custody and the Guarantors' right to so effect such deposits more than 30 days after the date hereof that the banks of account have delivered to the Administrative Agent letters satisfactory to the Administrative Agent in form and substance pursuant to which such banks of account acknowledge the Administrative Agent's lien thereon, waive any right of offset or possessionbankers' liens thereon (other than with respect to account maintenance charges and returned items) and that collected amounts on deposit in such accounts will only be transferred to the Administrative Agent from and after notice from the Administrative Agent to that effect. The Lenders agree with the Borrower and the Guarantors that if and so long as no Event of Default has occurred or is continuing hereunder, together amounts on deposit in the accounts maintained with all returns on accounts. the Administrative Agent will (d) All accounts, contract rights subject to the rules and general intangibles now owned or hereafter created or acquired by regulations of the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (e) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (f) All monies, Administrative Agent as from time to time in effect applicable to demand deposit accounts, certificates of deposit and securities of ) be made available to the Borrower now or hereafter and the Guarantors for use in the Bank's or its agents' possessionconduct of their businesses and the Administrative Agent will give no notice to other banks of account pursuant to the immediately preceding sentence. The Bank's security interest in Upon the Collateral shall be a continuing lien and shall include the proceeds and products occurrence of the Collateral including, but not limited toan Event of Default, the proceeds of any insurance thereonAdministrative Agent may apply the funds on deposit in such accounts to the Obligations.

The Collateral. To secure payment For value received, the undersigned (the “Debtor”) hereby pledges, assigns and performance of all grants to CITY NATIONAL BANK OF FLORIDA (the Borrower's Obligations under this Agreement “Secured Party”), with full recourse to Debtor and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower subject to the Bankprovisions of this Agreement, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property:described personal property (the “Collateral”): (a) A. All goods Equipment of every type now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interestDebtor, includingwherever located, but not limited to, including without limitation all machinery, equipment, furniture, furnishings, fixtures, toolsparts, supplies leasehold equipment, fittings, accessories and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions special tools affixed thereto and thereofor used in connection therewith. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) B. All inventory Inventory now owned or hereafter acquired by the BorrowerDebtor, includingwherever located, but not limited to, all raw materials, work whether in process, finished goods, merchandise, parts and supplies of every kind and descriptionprocess or finished, including inventory temporarily out of without limitation all materials used or usable in manufacturing, processing, packaging and shipping the Borrower's custody or possession, together with all returns on accountssame. (d) C. All accounts, contract rights and general intangibles now owned or hereafter created or acquired by to the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (e) All documents, instruments and chattel paper payment of money now owned or hereafter acquired by Debtor, whether due or to become due and whether or not earned by performance, including but not limited to those rights relating to, evidenced by or constituting Accounts, General Intangibles, Chattel Paper, Instruments, contract rights, notes, drafts, acceptances, letters of credit and certificates of deposit, together with any interest accrued or to accrue thereon, any security held therefor, any guaranties thereof and all records and credit information pertaining thereto (the Borrower“Receivables”). (f) D. All Documents now owned or hereafter acquired by Debtor, whether negotiable or non-negotiable, including without limitation all warehouse receipts, receipts in the nature of warehouse receipts, and bills of lading. E. All Consumer Goods, Securities, manufacturing and processing rights, licenses, contract rights, permits, franchise agreements, trademarks, trade names, copyrights and all other personal property of Debtor, now owned or hereafter acquired, and wherever located. F. All monies, deposit bank accounts, certificates balances, credits, deposits, collections, drafts, bills, notes and other assets property of deposit and securities of the Borrower every kind (whether tangible or intangible) now owned or hereafter acquired by Debtor and at any time in the Bank's actual or constructive possession of (or in transit to) Secured Party or its agents' possession. The Bank's security interest correspondents or agents in the Collateral shall be a continuing lien and shall include the proceeds any capacity or for any purpose. G. All Proceeds and products and profits of the any Collateral, all increases and additions and accessions to any Collateral includingand all replacements and substitutions for any Collateral, but not limited to, the including without limitation any proceeds of any insurance thereoninsurance, indemnity, warranty or guaranty payable with respect to any Collateral, any awards or payments due or payable in connection with any condemnation, requisition, confiscation, seizure or forfeiture of any Collateral by any person acting under governmental authority or color thereof, and any damages or other amounts payable to Debtor in connection with any lawsuit regarding any of the Collateral.

The Collateral. To secure 2.01 Grant for the benefit of the Parity Lien Secured Parties. As collateral security for the prompt payment in full when due (whether at stated maturity, upon acceleration, on any optional or mandatory prepayment date or otherwise) and performance of the Parity Lien Obligations, the Company hereby pledges and grants to the Collateral Trustee for the benefit of the Parity Lien Secured Parties, a security interest in all of its right, title and interest in and to the Borrower's Obligations under this Agreement following property, assets and revenues, whether now owned or in the future acquired by it and whether now existing or in the future coming into existence and wherever located (collectively, the “Collateral”): (a) the Collateral Accounts and all amendments, extensions, renewals, and replacements thereof whether under the same or different account number, together with all funds, cash, monies, credit balances, financial assets, investments, Instruments, certificates of deposit, promissory notes, and any other liabilitiesproperty (including any Permitted Investments) at any time on deposit therein or credited to any of the foregoing, loansall rights to payment or withdrawal therefrom, guaranteesand all proceeds, covenants accounts receivable arising in the ordinary course, products, accessions, profits, gains, and duties owed interest thereon of or in respect of any of the foregoing; Security Agreement (b) the agreements, contracts and documents listed in Annex A (including all exhibits and schedules thereto) and each additional Project Document to which the Company is or may from time to time be a party or of which it is or may from time to time be a beneficiary, whether executed by the Borrower Company or by an agent on behalf of the Company, as each such agreement, contract and document may be amended, supplemented or modified and in effect from time to time (such agreements, contracts and documents, being individually, an “Assigned Agreement”, and collectively, the Bank“Assigned Agreements”) including all rights of the Company (i) to receive moneys thereunder, whether or not evidenced earned by this performance or for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of pursuant thereto, (ii) to receive proceeds of any performance or payment bond, liability or business interruption insurance, indemnity, warranty, guaranty or letters of credit with respect thereto, (iii) to all claims of the Company for damages arising out of, for breach of or default thereunder by any party other agreementthan the Company and (iv) to take any action to terminate, absolute amend, supplement, modify or contingentwaive performance thereof, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (c) all Accounts, Deposit Accounts, Instruments, Documents, Chattel Paper (including Electronic Chattel Paper), Letters of Credit and Letter-of-Credit Rights, Inventory, Equipment, Fixtures (including those located on or forming part of the following property: (a) All goods now owned or hereafter acquired Site), Investment Property, Payment Intangibles, Software and, to the extent not already covered by the Borrower other enumerated categories of Collateral described in this clause (c), all Goods and General Intangibles; including all liquefied natural gas and Gas owned by the Company and the Project to be constructed on or near the Site pursuant to the plans and specifications set forth in the EPC Contract, all other machinery, apparatus, installation facilities, including all goods of the Company that are spare parts and related supplies, and all goods obtained by the Company in exchange for any such goods, all substances, if any, commingled with or added to such goods, all upgrades and other improvements to such goods and all other tangible personal property owned by the Company or in which the Borrower now Company has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and descriptionrights, and all additions, accessions, improvements, replacements fixtures and substitutions thereto all parts thereof and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the Borrower's custody or possession, together with all returns on accounts.accessions thereto; (d) All accounts, contract rights all Investment Property and general intangibles now owned or hereafter created or acquired by “Financial Assets” and “Securities Account” (each as defined in the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records.UCC); (e) All documentsall Commercial Tort Claims, instruments and chattel paper now owned including as listed on Schedule 2.01(e) attached hereto (as such schedule may be amended, supplemented or hereafter acquired by the Borrower.otherwise modified from time to time); (f) All monies, deposit accounts, certificates of deposit and securities of the Borrower all Government Approvals now or hereafter held in the Bank's name, or for the benefit, of the Company or of the Project; provided, that any Government Approval that by its agents' possession. The Bank's terms or by operation of law (in each case, other than to the extent any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC) would be breached or become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein was granted Security Agreement hereunder, are, in each case, expressly excepted from the Collateral to the extent necessary so as to avoid such voidness, avoidability, terminability or revocability; (g) all Records of the Company directly related to, or necessary for the use of, the foregoing Collateral included in clauses (a) - (e); (h) all Intellectual Property; and (i) all other tangible and intangible personal Property whatsoever of the Company and all cash, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, accessions, equity contributions, additions, substitutions and replacements of and to any and all of the foregoing, including all Proceeds of and to any of the Property the Company described in the preceding paragraphs of this Section 2.01 (including any Loss Proceeds or other Proceeds of insurance thereon (whether or not the Collateral shall be a continuing lien Trustee is loss payee thereof), and shall include the proceeds and products any indemnity, warranty or guarantee, payable by any reason of loss or damage to or otherwise with respect to any of the Collateral includingforegoing, but not limited toand all causes of action, claims and warranties now or hereafter held by the proceeds Company in respect of any insurance thereonof the items listed above).

The Collateral. To secure payment and performance of all the Borrower's Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property:property (the "Collateral"): (a) All goods now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the Borrower's custody or possession, together with all returns on accounts. (db) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (ec) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (fd) All monies, deposit accounts, certificates of deposit and securities of the Borrower now or hereafter in the Bank's or its agents' possession. (e) All crops now growing or hereafter to be grown, together with all products and proceeds thereof (the "Crops"), on that certain real property described in the attached Exhibit "B" (the "Real Property"). (f) All farm products now owned or hereafter acquired by or for the benefit of the Borrower consisting of supplies used or produced in the farming operations of the Borrower. (g) All of Borrower's now existing or hereafter acquired water rights of every kind and description, whether appurtenant, riparian or prescriptive or arising by virtue of any contract or other agreement. (h) All proceeds of the Collateral, including but not limited to, all accounts, contract rights, documents, instruments and chattel paper resulting from the sale or disposition of the Collateral. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.

The Collateral. To secure payment and performance of all the Borrower's ’s Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property:property (“Collateral”): (ai) All now existing and hereafter arising accounts, chattel paper, documents, instruments, letter-of-credit rights, commercial tort claims, and general intangibles (as those terms are defined in the California Uniform Commercial Code as in effect from time to time) of Borrower, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of Borrower now and hereafter arising in and to all security agreements, guaranties, leases and other writings securing or otherwise relating to any such accounts, chattel paper, documents, instruments, letter-of-credit rights, commercial tort claims and general intangibles, but excluding accounts, chattel paper, chattel paper, documents, instruments, letter-of-credit rights, commercial tort claims and general intangibles of any Foreign Subsidiary; (ii) All inventory of Borrower, now owned or and hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interestacquired, wherever located, including, but not limited towithout limitation, all machinerymerchandise, equipment, furniture, furnishings, fixtures, tools, supplies goods and motor vehicles other personal property which are held for sale or lease or leased by Borrower or to be furnished under a contract of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited toservice, all raw materials, work in process, materials used or consumed in Borrower’s business and finished goods, merchandiseall goods in which Borrower has an interest in mass or a joint or other interest or gifts of any kind (including goods in which Borrower has an interest or right as consignee), parts and supplies of every kind and description, including inventory temporarily out of the all goods which are returned to or repossessed by Borrower's custody or possession, together with all returns on accounts.additions and accessions thereto and replacements therefor and products thereof and documents therefor, but excluding the inventory or any Foreign Subsidiary; (diii) All accountsequipment of Borrower, contract rights and general intangibles now owned or and hereafter created or acquired by the Borroweracquired, wherever located, and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor, including, but not limited towithout limitation, all receivablesmachinery, goodwilltools, trademarksdies, trade stylesblueprints, trade namescatalogues, computer hardware and software, furniture, furnishings and fixtures, but excluding the equipment of any Foreign Subsidiary; (iv) All now existing and hereafter acquired computer hardware and software, copyrights, patents, patent applications, software, customer lists trademarks and business records.trade secrets; (ev) All documentsdeposit accounts, now existing and hereafter arising or established, maintained in Borrower’s name with any financial institution and any and all funds at any time held therein and all certificates, instruments and chattel paper other writings, if any, from time to time representing, evidencing or deposited into such accounts, and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, but excluding any interests in deposit accounts of any Foreign Subsidiary; (vi) All of Borrower’s right, title and interest in and to (but not Borrower’s obligations under) all now owned existing and hereafter arising contracts and agreements to which Borrower is party, in each case as such agreements may be amended, supplemented or otherwise modified from time to time (such agreements, as so amended, supplemented or modified, individually, an “Assigned Agreement,” and, collectively, the “Assigned Agreements”), including, without limitation, all rights of Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreements, all rights of Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, all claims of Borrower for damages arising out of or for breach of or default under the Assigned Agreements, and all rights of Borrower to terminate, amend, supplement or modify the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; provided, however, that with respect to any such contract or agreement where the grant of a security interest in Borrower’s right, title and interest therein in prohibited by the terms thereof, or would give any other party the right to terminate its obligations thereunder, or is not permitted because any necessary consent to such grant has not been obtained, the Collateral shall include only the rights of Borrower to receive moneys due and to become due, if any, under or pursuant to such contract or agreement, but excluding any agreement or contract to which a Foreign Subsidiary is a party (other than any such agreement or contract to which the Borrower is also a party); (vii) All now existing and hereafter acquired by books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the Borrower.foregoing Collateral; (fviii) All monies, deposit accounts, certificates other property of deposit and securities of the Borrower now or hereafter in the possession, custody or control of the Bank's , and all property of Borrower in which the Bank now has or its agents' possessionhereafter acquires a security interest, but excluding any property of any Foreign Subsidiary; (ix) All now existing and hereafter acquired cash and cash equivalents held by Borrower not otherwise included in the foregoing Collateral, but excluding any cash and cash equivalents held by any Foreign Subsidiary; and (x) All products and proceeds of the foregoing Collateral. For purposes of this Security Agreement, the term “proceeds” shall have the meaning provided in the California Uniform Commercial Code as in effect from time to time, and also includes any voluntary or involuntary disposition, and all rights to payment, including return premiums, with respect to any insurance. The Bank's security interest granted to Bank in the Collateral shall not secure or be a continuing lien and shall include the proceeds and products deemed to secure any Indebtedness of the Collateral includingBorrower to the Bank which is, but not limited toat the time of its creation, subject to the proceeds provisions of any insurance thereonstate or federal consumer credit or truth-in-lending disclosure statutes. The Borrower hereby acknowledges and agrees that the Bank, in connection with the filing of any UCC financing statements necessary to perfect or maintain the perfection of its lien in the Collateral hereunder, may utilize a general description of the Collateral, such as ‘all now owned and hereafter acquired personal property of the Borrower.’”

The Collateral. To secure For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and (i) to induce (A) the record and beneficial Debentureholders to purchase the Debentures, and (B) the Debenture Trustee to undertake its obligations under the Indenture, and (ii) as collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company hereby pledges and performance grants to the Collateral Agent, for the equal and ratable benefit of the Secured Parties as hereinafter provided, a pledge of, and security interest in, and agrees and acknowledges that the Collateral Agent, for the equal and ratable benefit of the Secured Parties, has, and shall continue to have, a pledge of, and security interest in, all of the BorrowerCompany's Obligations under this Agreement right, title and all other liabilitiesinterest in the following property, loans, guarantees, covenants and duties owed whether now owned by the Borrower to the BankCompany or hereafter acquired, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter coming into existence, and howsoever created, wherever located (all being collectively referred to herein as the Borrower hereby grants the Bank a security interest in and to all of the following property:"Collateral"): (a) All goods all the issued and outstanding Series C Preferred Stock of ▇▇▇▇▇▇▇▇ evidenced by the certificate identified in Annex I hereto, now owned or hereafter acquired by the Borrower or Company, together with, in which each case, the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof.certificates evidencing the same (the "Existing Pledged Stock"); (b) Bank agrees to release its security interest without affecting the obligations of the Company under any provision prohibiting such action hereunder or under any Financing Documents in the event of any equipmentconsolidation or merger in which ▇▇▇▇▇▇▇▇ is not the surviving corporation, fixturesall shares of each class of the Capital Stock of the successor corporation into which the Series C Preferred Stock is converted as a result of such consolidation or merger (the "Successor Stock" and together with the Existing Pledged Stock, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property."Pledged Stock"); (c) All inventory now owned all shares or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out securities representing a dividend on any of the Borrower's custody Pledged Stock or possessionresulting from a stock split, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock (the Pledged Stock, together with all returns on accounts.other certificates, shares or securities, as may, from time to time, being pledged hereunder pursuant to clauses (a) and (b) above and this clause (c) being herein collectively called the "Stock Collateral"); and (d) All accountsall uncertificated securities, contract rights and general intangibles now owned moneys or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (e) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (f) All monies, deposit accounts, certificates of deposit and securities property representing a dividend on any of the Borrower now Stock Collateral, or hereafter representing a distribution or return of capital upon or in the Bank's or its agents' possession. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products respect of the Collateral includingStock Collateral, but not limited to, the proceeds of any insurance thereonor otherwise received in exchange therefor.

The Collateral. To secure payment The Notes and performance the other obligations of all the Borrower's Obligations under this Agreement Company and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower Guarantors to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever createdAdministrative Agent, the Borrower hereby grants Issuing Bank and the Bank a security interest in and to all of Lenders under the following property: Loan Documents shall be secured by (a) All goods valid, perfected and enforceable liens in all right, title and interest of the Parent and of each Subsidiary in all capital stock or other equity interests in the Company and each Subsidiary (except that only 65% of the capital stock of Foreign Subsidiaries need be pledged and the capital stock of those Subsidiaries designated as inactive on Exhibit H hereto need not be pledged so long as the same are inactive and the capital stock of Birds Eye de Mexico SA de CV need not be pledged), in each instance whether now owned or hereafter acquired by acquired, and all proceeds thereof and (b) valid, perfected and enforceable liens in all right, title and interest of the Borrower or Company and of each Pledging Guarantor in which all accounts, chattel paper, general intangibles (including trademarks), instruments, securities, documents, contract rights, including rights under the Borrower now has or may hereafter acquire any interestMarketing Agreement and payment rights under the Stock Purchase Agreement and Asset Transfer Agreement, includinginventory, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies equipment and motor vehicles real property of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory description whether now owned or hereafter acquired acquired, and all proceeds thereof; provided, however, that (i) until a Default or an Event of Default has occurred and is continuing and thereafter until otherwise required by the BorrowerRequired Lenders or the Administrative Agent, includingliens need not be perfected on notes receivable having a fair market value of less than $1,000,000 in any instance and $5,000,000 in the aggregate, but (ii) liens on the plants located in Montezuma, Georgia and Uvalde, Texas may be subject to prior liens thereon securing indebtedness in the amounts of $195,000, and $431,221, respectively, (iii) liens need not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out be perfected outside of the Borrower's custody United States on trademarks and patents unless and until the Administrative Agent or possession, together the Required Lenders so request and (iv) the Revolving Credit Loans need not be secured with all returns on accounts. (d) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (e) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (f) All monies, deposit accounts, certificates of deposit and securities of the Borrower now or hereafter real property located in the Bank's or its agents' possessionState of New York. The Bank's security interest liens in the Collateral shall be a continuing lien granted to the Administrative Agent for the ratable account of the Lenders and shall include be valid and perfected first liens subject, however, to the proceeds rights of lessors under permitted leases and products purchase money liens held by vendors providing permitted purchase money financing. Notwithstanding anything to the contrary contained herein, in no event will any of the Collateral includingdescribed above be deemed to include (aa) any interests in equipment owned by the Company or any Subsidiary which is subject to a permitted purchase money lien in favor of any third party (other than the Company or any of its Affiliates) to the extent the granting of a security interest or lien therein is prohibited by the agreement(s) pursuant to which such equipment is financed and such prohibition has not been or is not waived or the consent of the applicable party has not been or is not obtained, but (ab) any interests in any leases or licenses to use Property under which the Company or any Subsidiary is lessee or licensee and a Person other than the Company or an Affiliate of the Company is lessor or licensor to the extent the granting of a security interest or lien therein is prohibited by the agreement(s) pursuant to which such property is leased as licensed and such prohibition has not limited tobeen or is not waived or the consent of the applicable party has not been or is not obtained, (ac) any rights under other contracts (other than contracts with Affiliates of the Company) to which the Company or a Pledging Guarantor is a party (other than rights to receive money due and to become due) to the extent the granting of a security interest or lien thereon is prohibited by such contracts or applicable law and such prohibition has not been or is not waived or the consent of the applicable party has not been or is not obtained and (ad) the other assets shown on Exhibit L hereto (collectively, the proceeds of any insurance thereon"Excluded Assets").

The Collateral. To secure payment and performance of all the each Borrower's Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the each Borrower hereby grants the Bank a security interest in and to all of the following property:property (the "Collateral"): (a) All goods now owned or hereafter acquired by the each Borrower or in which the any Borrower now has or may hereafter acquire any ownership interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the either Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the either Borrower's custody or possession, together with all returns on accounts. (dc) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the either Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (ed) All documents, instruments and chattel paper now owned or hereafter acquired by the either Borrower. (fe) All monies, deposit accounts, certificates of deposit and securities of the each Borrower now or hereafter in the Bank's or its agents' possession, excluding the securities and stock of any Borrower's foreign affiliates or subsidiaries. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.

The Collateral. To secure payment and performance of all the Borrower's Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property:property (the "Collateral"): (a) All goods now owned or hereafter acquired by the Borrower or in which the Borrower now has or may hereafter acquire any interest, including, but not limited to, all machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind and description, and all additions, accessions, improvements, replacements and substitutions thereto and thereof. (b) Bank agrees to release its security interest in any equipment, fixtures, leasehold improvements, or other property if within ninety (90) days after Borrower acquires title to such property, Borrower finances such property pursuant to either (i) a sale and leaseback transaction or (ii) a debt financing transaction in an amount not to exceed the purchase price of, and secured by a security interest in such property. (c) All inventory now owned or hereafter acquired by the Borrower, including, but not limited to, all raw materials, work in process, finished goods, merchandise, parts and supplies of every kind and description, including inventory temporarily out of the Borrower's custody or possession, together with all returns on accounts. (dc) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by the Borrower, including, but not limited to, all receivables, goodwill, trademarks, trade styles, trade names, patents, patent applications, software, customer lists and business records. (ed) All documents, instruments and chattel paper now owned or hereafter acquired by the Borrower. (fe) All monies, deposit accounts, certificates of deposit and securities of the Borrower now or hereafter in the Bank's or its agents' possession. (f) All crops now growing or hereafter to be grown, together with all products and proceeds thereof (the "Crops"), on that certain real property described in the attached Exhibit "A" (the "Real Property"). (g) All farm products now owned or hereafter acquired by or for the benefit of the Borrower consisting of supplies used or produced in the farming operations of the Borrower. (h) All proceeds of the Collateral, including but not limited to, all accounts, contract rights, documents, instruments and chattel paper resulting from the sale or disposition of the Collateral. The Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.