Common use of Grant of Liens Clause in Contracts

Grant of Liens. Each of the Borrowers hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ deposit accounts, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash proceeds and products of the foregoing. Each of the Borrowers further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the LenderAgent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation Notwithstanding anything to the foregoingcontrary contained herein, as additional the Collateral and security for the Obligations, each shall not include any rights of the Borrowers hereby assigns to the Lender all Borrower under any Capital Leases of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller Equipment or any other Person contained therein. The Borrowers agree that neither the assignment agreements if and to the Lender nor extent any such Capital Leases or other provision contained in this Agreement agreements prohibit the collateral assignment or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each pledge of the Borrower’s rights, title and 's interest in, totherein, and under such prohibition has not been waived by the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transactionrespective Person.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the LenderAgent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, and agrees that the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all of on the personal following property of the Borrower, all whether now owned or existing or hereafter acquired or created and arising wherever situated and including, without limitation, (a) situated: all of the Borrowers’ AccountsBorrower’s Receivables, Inventoryinventory, Chattel Paperchattel paper, Documentsdocuments, Instrumentsinstruments, Equipment, Investment Propertyinvestment property, and General Intangibles and Intangibles; all of the Borrowers’ Borrower’s deposit accounts, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, accounts with any financial institution with which the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) Borrower maintains deposits; all insurance policies relating covering the foregoing and the right to the foregoing, (d) receive refunds of unearned insurance premiums under those policies; all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records; all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created; and, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ 's Accounts, InventoryGovernment Contracts, Chattel Paper, Inventory, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ Borrower's deposit accountsaccounts with any financial institution with which the Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash proceeds Proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Lender, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoingThe Borrower acknowledges and agrees that, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to any term used herein that is defined in either (a) Article 9 of the Purchase Agreement TransactionUniform Commercial Code as in force in the jurisdiction in which this financing statement was signed by the Borrower at the time that it was signed, or (b) Article 9 as in force at any relevant time in the jurisdiction in which this financing statement is filed, the meaning to be ascribed thereto with respect to any particular item of property shall be that under the more encompassing of the two definitions. A form of assignment is attached hereto as EXHIBIT D and made a part hereof. The Borrower covenants and agrees that the Borrower shall provide the Lender with all necessary information and, if requested, will execute and deliver such documents as are required to comply with the Federal Assignment of Claims Act of 1940 (31 U.S.C. Section 3727 and 41 U.S.C. Section 15), excluding classified Government Contracts, with a contract value equal to or greater than Five Hundred Thousand Dollars ($500,000) and such other Government Contracts as the Lender may determine in its sole discretion.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ Borrower’s deposit accountsaccounts with any financial institution with which the Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, ; and (e) all cash proceeds and noncash proceeds Proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers Borrower hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the other Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers Borrower to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither Neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers Borrower under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers Borrower hereby agree agrees to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the other Purchase Agreement Documents. The Borrowers Borrower further acknowledge acknowledges and agree agrees that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers Borrower under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, Property and General Intangibles and all of the Borrowers’ deposit accountsaccounts with any financial institution with which any of the Borrowers maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash proceeds Proceeds and products of the foregoing. Each of the Borrowers further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers Borrower hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Acquisition Agreement and all of the Purchase Agreement Documentsother Acquisition Documentation, including, without limitation, all of the benefits of any representations and warranties provided by the Seller Acquired Company and any and all rights of any or all of the Borrowers Borrower to indemnification from the Seller Acquired Company or any other Person contained therein. The Borrowers agree that neither Neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers Borrower under the Purchase Acquisition Agreement and/or under any of the other Purchase Agreement DocumentsAcquisition Documentation. The Borrowers Borrower hereby agree agrees to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Acquisition Agreement and the Purchase Agreement Documentsother Acquisition Documentation. The Borrowers Borrower further acknowledge acknowledges and agree agrees that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers Borrower under the Purchase Acquisition Agreement and/or under any or all of the Purchase Agreement Documents Acquisition Documentation and/or applicable Laws with respect to the Purchase Agreement TransactionAcquisition.

Grant of Liens. Each For the purpose of securing the Borrowers obligations, the U.S. Borrower hereby assigns, pledges and grants to the Lender, Lender and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ U.S. Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, Purchase Agreement Rights, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all of the U.S. Borrower’s 's other personal property of any kind or nature whatsoever, and (ef) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The U.S. Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers Obligors hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s Obligor's rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and Obligors agree that following neither the occurrence of an Event of Default, assignment to the Lender shall be entitled to enforce nor any and all rights and remedies available to other provision contained in this Agreement or any or all of the Borrowers other Financing Documents shall impose on the Lender any obligation or liability of any of the Obligors under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement TransactionDocuments.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the LenderCollateral Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Lender Collateral Agent shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Collateral Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation Laws in each case subject to the foregoing, as additional Collateral and security for the Obligations, each provisions of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Financing Documents, including, without limitation, all the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall not include (i) any rights of the benefits Borrower under any Capital Leases of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Person or (ii) any assets or properties of the Borrower or any Subsidiary which are not subject to a prior and senior perfected Lien in favor of the Collateral Agent with respect to the BofA Obligations. Notwithstanding anything to the contrary contained thereinherein, the Collateral shall not include any item of tangible or intangible property to the extent the grant of a security interest pursuant hereto in the Borrower's right, title and interest in such item of property is prohibited by an applicable contractual obligation or requirement of law or would give any other Person the right to terminate its obligations with respect to such item (it being understood and agreed, however, that notwithstanding the foregoing, all rights to payment for money due or to become due pursuant to any such excluded item of property shall be subject to the security interests created hereby and it being further understood and agreed that any such excluded item shall be included as part of the Collateral if and to the extent any applicable prohibition on the collateral assignment of such item shall be unenforceable under the applicable Uniform Commercial Code as now or hereafter in effect). The Borrowers Agent and the Lenders acknowledge and agree that neither all Liens and security interests granted by the assignment Borrower and/or any of the Subsidiary Guarantors to the Lender nor any other provision contained in Collateral Agent pursuant to this Agreement or any of the other Financing Documents shall impose on at all times be junior and subordinate to the Lender any obligation or liability of any Liens and security interests of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws Collateral Agent with respect to the Purchase Agreement TransactionBofA Obligations, except as set forth in the Intercreditor Agreement. The Agent, the Lenders and the Borrower further understand and agree that notwithstanding any provision herein to the contrary or in any of the Financing Documents, all Liens and security interests shall be granted to the Collateral Agent for the benefit of the Agent and the Lenders and that at no time prior to the BofA Termination Date shall any such Liens or security interests be granted to or otherwise held in the name of the Agent and/or any of the Lenders.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the LenderAgent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to Bank of America with respect to the UK Obligations, and agrees that Bank of America, the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Person. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any item of tangible or intangible property to the extent the grant of a security interest pursuant hereto in the Borrower's right, title and interest in such item of property is prohibited by an applicable contractual obligation or requirement of law or would give any other Person the right to terminate its obligations with respect to such item (it being understood and agreed, however, that notwithstanding the foregoing, all rights to payment for money due or to become due pursuant to any such excluded item of property shall be subject to the security interests created hereby and it being further understood and agreed that any such excluded item shall be included as part of the Collateral if and to the extent any applicable prohibition on the collateral assignment of such item shall be unenforceable under the applicable Uniform Commercial Code as now or hereafter in effect). Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers Borrower hereby assigns to the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to Bank of America with respect to the UK Obligations, all of its respective rights, title and interest in, to, and under, the Poly-Seal Purchase Agreement and Agreement, all of the Poly-Seal Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller Seller, and any and all rights of any or all of the Borrowers Borrower to indemnification from the Seller or any other Person contained therein. The Borrowers agree Borrower agrees that neither the assignment to the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender Agent or any of the Lenders any obligation or liability of any of the Borrowers Borrower under the Purchase Poly-Seal Purchaser Agreement and/or or under any of the other Poly-Seal Purchase Agreement Documents. The Borrowers Borrower hereby agree agrees to indemnify the Lender Agent and each of the 100 Lenders and hold the Lender Agent and each of the Lenders harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon the Lender Agent and/or any of the Lenders by virtue of the assignment of and Lien on each of the Borrower’s 's rights, title and interest in, to, and under the Poly-Seal Purchase Agreement and the Poly-Seal Purchase Agreement Documents, unless due to the gross negligence or willful misconduct of the Agent and/or any of the Lenders. The Borrowers Borrower further acknowledge acknowledges and agree agrees that following the occurrence of an Event of Default, the Lender Agent, with the consent of the Requisite Lenders, shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers Borrower under the Poly-Seal Purchase Agreement, under the Poly-Seal Purchase Agreement and/or Documents, and under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Poly-Seal Stock Purchase Agreement Transaction.

Grant of Liens. (a) Each of the Borrowers Borrower hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (ai) all of the Borrowers’ Borrower’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles (in which Borrower is permitted under the terms thereof to grant a security interest) and all of the Borrowers’ Borrower’s deposit accountsaccounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (bii) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (ciii) all insurance policies relating to the foregoingforegoing and the right to receive refunds of unearned insurance premiums under those policies, (div) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, ; and (ev) all cash proceeds and noncash proceeds Proceeds and products of the foregoing; provided, however, notwithstanding the foregoing, no Credit Party assigns, pledges or grants to Lender, or agrees that Lender shall have a perfected and continuing security interest in, and Lien on, any Excluded Assets. Notwithstanding anything to the contrary in this Agreement or any other Financing Documents, the “Collateral” shall not include the Excluded Assets. Each of the Borrowers Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents to which it is a party and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers hereby assigns, pledges and grants to the LenderAgent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, and agrees that the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Accounts, Inventory, Government Contracts, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ Borrower’s deposit accountsaccounts with any financial institution with which the Borrowers maintain deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash proceeds and products Proceeds of the foregoing. Each of the Borrowers further agrees that the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, all of its respective rights, title and interest in, to, and under, the AK Purchase Agreement and all of the AK Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender Agent or any of the Lenders any obligation or liability of any of the Borrowers under the AK Purchase Agreement and/or under any of the other AK Purchase Agreement Documents. The Borrowers hereby jointly and severally agree to indemnify the Lender Agent and each of the Lenders and hold the Lender Agent and each of the Lenders harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon the Lender Agent and/or any of the Lenders by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the AK Purchase Agreement and the AK Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender Agent, with the consent of the Requisite Lenders of the Lenders, shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the AK Purchase Agreement Documents and/or applicable Laws with respect to the AK Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ ' Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, Property and General Intangibles and all of the Borrowers’ ' deposit accountsaccounts with any financial institution with which any of the Borrowers maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash proceeds Proceeds and products of the foregoing. Each of the Borrowers further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s 's rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the LenderAgent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to NationsBank with respect to the UK Obligations, and agrees that NationsBank, the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation Notwithstanding anything to the foregoingcontrary contained herein, as additional the Collateral and security for the Obligations, each shall not include any rights of the Borrowers hereby assigns Borrower under any Capital Leases of Equipment or any other agreements if and to the Lender all extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of its respective rights, title and the Borrower's interest in, totherein, and undersuch prohibition has not been waived by the respective Perso (Grant of Liens)) or any of the Financing Documents shall, subject to the Purchase terms, conditions and limitations, if any, set forth in this Agreement and or in any of the Financing Documents, secure (a) the payment of all of the Purchase Agreement DocumentsObligations, including, without limitation, any and all Outstanding Letter of the benefits Credit Obligations, all Outstanding Bond Letter of any representations and warranties provided by the Seller Credit Obligations, all Special Source Bond Obligations, all UK Obligations and any and all rights of any or all Agent's Obligations, and (b) the performance, compliance with and observance by the Borrower of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in provisions of this Agreement or any and all of the other Financing Documents or otherwise under the Obligations. The security interest and Lien of each Lender in such property shall impose on rank equally in priority with the interest of each other Lender, but the security interest and Lien of the Agent with respect to the Agent's Obligations shall be superior and paramount to the security interest and Lien of the Lender. Notwithstanding the foregoing, the security interest and Lien of the Agent and/or any Lender with respect to any Obligations under or in connection with, any interest rate or currency swap agreements, cap, floor, and collar agreements, currency spot, foreign exchange and forward contracts and other similar agreements and arrangements permitted by the provisions of this Agreement shall be junior and subordinate to the security interest and Lien of the Agent with respect to the Agent's Obligations and junior and subordinate to the security interest and Lien of the Lender any obligation or liability of any of with respect to all other Obligations. In addition, notwithstanding the Borrowers under foregoing, the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement Agent and the Purchase Agreement Documents. The Borrowers further Lenders acknowledge and agree that following the occurrence of an Event of Default, the Lender Special Source Bond Obligations shall be entitled to enforce any and all rights and remedies available to any or all of secured by the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect Collateral granted to the Purchase Agent and the Lenders pursuant to Section 3.2 of this Agreement Transaction.and pursuant to the Special Source Bond Security Agreement but, unless otherwise agreed to by the Borrower, shall not be secured by any of the

Grant of Liens. Each of the Borrowers (a) The US Borrower and each other Credit Party that is a Domestic Subsidiary hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, on (ai) all of the Borrowers’ such Credit Party’s right, title and interest in Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ deposit accountsaccounts with any financial institution, whether now owned or existing or hereafter acquired or arising, (bii) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (ciii) all insurance policies relating to the foregoingforegoing and the right to receive refunds of unearned insurance premiums under those policies, (div) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, ; and (ev) all cash proceeds and noncash proceeds Proceeds and products of the foregoing; provided, however, notwithstanding the foregoing, neither the US Borrower nor any other Credit Party assigns, pledges or grants to the Lender, or agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, any Excluded Assets. Each of Notwithstanding anything to the Borrowers contrary in this Agreement or any other Financing Documents, the “Collateral” shall not include the Excluded Assets. The US Borrower and each other Credit Party that is a Domestic Subsidiary further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents to which it is a party and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Revolving Credit Borrowers hereby assigns, pledges and grants to the LenderAgent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the such Revolving Credit Borrowers’ ' Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Revolving Credit Borrowers further agrees that the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Revolving Credit Borrowers hereby pledges, assigns and grants to the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, an assignment of, security interest in, and Lien on, all of its respective rights, title and interest in, to, and under, the Purchase Agreement Tax Refunds. In addition, the Revolving Credit Borrowers hereby grant to the Agent and to the Lenders a continuing Lien for all of the Purchase Agreement Documents, Obligations (including, without limitation, all of the benefits of any representations and warranties provided by the Seller and Agent's Obligations) upon any and all rights of any or all monies, securities, and other property of the Revolving Credit Borrowers to indemnification and the proceeds thereof, now or hereafter held or received by or in transit to, the Agent, any of the Lenders, and/or any Affiliate of the Agent and/or any of the Lenders, from or for the Seller Revolving Credit Borrowers, and also upon any and all deposit accounts (general or special) and credits of the Revolving Credit Borrowers, if any, with the Agent, any of the Lenders or any other Person contained therein. The Borrowers agree that neither Affiliate of the assignment to the Lender nor any other provision contained in this Agreement Agent or any of the other Financing Documents shall impose on Lenders, at any time existing, excluding any deposit accounts held by the Lender any obligation Revolving Credit Borrowers in their capacity as trustee for Persons who are not Borrowers or liability of any Affiliates or Subsidiaries of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement TransactionBorrowers.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the LenderAgent, for the benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all and a right of set-off against the personal following property of the Borrowerand interests in property, whether now owned or existing or hereafter acquired or created existing, and wherever situated and including, without limitation, located (the "Collateral"): (a) all of the Borrowers’ Borrower's rights, title and interest in and to its Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Agent, for the benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation The Agent, the Lenders and the Borrower agree that this ARTICLE 3 is intended to grant and govern Liens on the foregoing, as additional Collateral and security for the Obligations, each assets of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement Borrower. Any and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers references to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained Collateral included elsewhere in this Agreement or any (other than in this ARTICLE 3) are intended to include and govern the Collateral of the other Financing Documents shall impose Borrower, whether the Liens on the Lender any obligation or liability of any of the Borrowers such Collateral arise under the Purchase provisions of this Agreement and/or or under any of the other Purchase Agreement Security Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ ’s Accounts, InventoryGovernment Contracts, Chattel Paper, Inventory, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ Borrower’s deposit accountsaccounts with any financial institution with which the Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash proceeds Proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Lender, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoingThe Borrower acknowledges and agrees that, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to any term used herein that is defined in either (a) Article 9 of the Purchase Agreement TransactionUniform Commercial Code as in force in the jurisdiction in which this financing statement was signed by the Borrower at the time that it was signed, or (b) Article 9 as in force at any relevant time in the jurisdiction in which this financing statement is filed, the meaning to be ascribed thereto with respect to any particular item of property shall be that under the more encompassing of the two definitions. A form of assignment is attached hereto as EXHIBIT D and made a part hereof. The Borrower covenants and agrees that the Borrower shall provide the Lender with all necessary information and, if requested, will execute and deliver such documents as are required to comply with the Federal Assignment of Claims Act of 1940 (31 X.X.X. §0000 and 41 U.S.C. §15), excluding classified Government Contracts, with a contract value equal to or greater than Five Hundred Thousand Dollars ($500,000) and such other Government Contracts as the Lender may determine in its sole discretion.

Grant of Liens. Each For the purpose of securing the Borrowers obligations, the U.S. Borrower hereby assigns, pledges and grants to the Lender, Lender and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ U.S. Borrower’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, Purchase Agreement Rights, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all of the U.S. Borrower’s other personal property of any kind or nature whatsoever, and (ef) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The U.S. Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers Obligors hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the BorrowerObligor’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and Obligors agree that following neither the occurrence of an Event of Default, assignment to the Lender shall be entitled to enforce nor any and all rights and remedies available to other provision contained in this Agreement or any or all of the Borrowers other Financing Documents shall impose on the Lender any obligation or liability of any of the Obligors under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement TransactionDocuments.

Grant of Liens. Each of the Borrowers Borrower hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ such Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers Flanders Corporation hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, each of the Purchase Agreement Agreements and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller seller or any other Person and any and all rights of any or all of the Borrowers Flanders Corporation to indemnification from the Seller seller or any other Person contained therein. The Borrowers agree that neither Neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of Flanders Corporation or any other Borrower under any of the Borrowers under the Purchase Agreement Agreements and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree jointly and severally to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest of Flanders Corporation in, to, and under the Purchase Agreement Agreements and the Purchase Agreement Documents. The Borrowers Each Borrower further acknowledge acknowledges and agree agrees that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers Flanders Corporation under the Purchase Agreement Agreements and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement TransactionTransactions.

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the LenderAgent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to NationsBank with respect to the UK Obligations, and agrees that NationsBank, the Lender Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment PropertySecurities, and General Intangibles and all of the Borrowers’ deposit accountsIntangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and noncash non-cash proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation Notwithstanding anything to the foregoingcontrary contained herein, as additional the Collateral and security for the Obligations, each shall not include any rights of the Borrowers hereby assigns to the Lender all Borrower under any Capital Leases of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller Equipment or any other Person contained therein. The Borrowers agree that neither the assignment agreements if and to the Lender nor extent any such Capital Leases or other provision contained in this Agreement agreements prohibit the collateral assignment or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each pledge of the Borrower’s rights, title and 's interest in, totherein, and under such prohibition has not been waived by the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence respective Perso (Grant of an Event of DefaultLiens), the Lender Borrower shall deliver and shall cause each Subsidiary Guarantor to deliver (or shall have delivered or caused to be entitled delivered) to enforce any and all rights and remedies available to any or all the Agent, for the ratable benefit of the Borrowers under Lenders and for the Purchase Agreement and/or under any or all benefit of the Purchase Agreement Documents and/or applicable Laws Agent with respect to the Purchase Agreement Transaction.Agent's Obligations, all originals of all of letters of credit, Securities, Chattel Paper, Documents and Instruments owned or held by the Borrower and/or any Subsidiary Guarantor, and, if the Agent so requires, shall execute and deliver and, shall cause each Subsidiary Guarantor to execute and deliver (or shall have executed and delivered or caused to be delivered), a separate pledge, assignment and security agreement in form and content acceptable to the Agent, which pledge, assignment and security agreement shall assign, pledge and xxxxx x Xxxx to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations on all of the letters of credit, Securities, Chattel Paper, Documents and Instruments of the Borrower and each Subsidiary Guarantor, as the case may be. In addition, the Borrower agrees to endorse to the order of the Agent any and all Instruments that constitute or evidence all or any portion of the Collateral. As of the date of this Agreement, Xxxxx UK and Norwich shall deliver (or shall have delivered to NationsBank, all originals of all of letters of credit, Securities, Chattel Paper, Documents and Instruments owned or held by Xxxxx UK and/or Norwich, and, if NationsBank so requires, shall execute and deliver (or shall have executed and delivered), a separate pledge, assignment and security agreement in form and content acceptable to NationsBank, which pledge, assignment and security agreement shall assign, pledge and xxxxx x Xxxx to NationsBank with respect to the UK Obligations on all of the letters of credit, Securities, Chattel Paper, Documents and Instruments of Xxxxx UK and/or Norwich, as the case may be. In addition, Xxxxx UK and Norwich agree to endorse to the order of NationsBank any and all Instruments that constitute or evidence all or any portion of the UK Collateral. (ii) In the event that the Borrower or any Subsidiary Guarantor shall acquire (or have acquired) after the Closing Date any letters of credit, Securities, Chattel Paper, Documents or Instruments, the Borrower shall promptly so notify the Agent and deliver the originals of all of the foregoing to the Agent promptly and in any event within thirty (30) days of each acquisition. In the event that Xxxxx UK or Norwich shall acquire (or have acquired) after the Closing Date any letters of credit, Securities, Chattel Paper, Documents or Instruments, Xxxxx UK and Norwich shall promptly so notify NationsBank and deliver the originals of all of the foregoing to NationsBank promptly and in any event within thirty (30) days of each acquisition. (iii) All letters of credit, Securities, Chattel Paper, Documents and Instruments to be delivered hereunder shall be delivered to the Agent and/or NationsBank, as applicable, endorsed and/or assigned as required by the pledge, assignment and security agreement and/or as the Agent and/or NationsBank, as applicable, may require and, if applicable, shall be accompanied by blank irrevocable and unconditional stock or bond powers. (B) PATENTS, COPYRIGHTS AND

Grant of Liens. Each of the Borrowers The Borrower hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ Borrower’s deposit accountsaccounts with any financial institution with which the Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, ; and (e) all cash proceeds and noncash proceeds Proceeds and products of the foregoing. Each of the Borrowers The Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers Borrower hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the other Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers Borrower to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither Neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers Borrower under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers Borrower hereby agree agrees to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the other Purchase Agreement Documents. The Borrowers Borrower further acknowledge acknowledges and agree agrees that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers Borrower under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.

Grant of Liens. Each of the Borrowers Borrower hereby assigns, pledges and grants to the Lender, and agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrowers’ Borrower’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of the Borrowers’ Borrower’s deposit accountsaccounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoingforegoing and the right to receive refunds of unearned insurance premiums under those policies, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, ; and (e) all cash proceeds and noncash proceeds Proceeds and products of the foregoing, provided, however, notwithstanding the foregoing, “Collateral” shall not include (i) any equity interest in DoD Surplus (including, without limitation, any “ownership interest” (as such term is used in any DoD Contract) in DoD Surplus), (ii) any permit, lease, license, contract, instrument or other agreement belonging to the Borrower that prohibits, or requires the consent of any Person other than the Borrower as a condition to, the creation of a Lien thereon, or any permit, lease, license contract or other agreement belonging to the Borrower to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, Bankruptcy Code or any other requirement of Law, (iii) any United States intent-to-use trademark or service xxxx application to the extent, and solely during the period in which the grant of a Lien therein would impair the validity or the enforceability of such intent-to-use trademark or service xxxx under federal law, and (iv) any property subject to a Lien permitted by this Agreement, if and for so long as the contractual obligation governing such Lien prohibits the Lien of this Agreement applying to such property. Each of the Borrowers Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrowers to indemnification from the Seller or any other Person contained therein. The Borrowers agree that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Borrower’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.