PLEDGE AND SECURITY AGREEMENT

Exhibit 10.17

[*] THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Execution Copy

PLEDGE AND SECURITY AGREEMENT

     THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of November 25, 2009 by and between ALTRA HOLDINGS, INC., a Delaware corporation (“Holdings”), ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation, the other Subsidiaries of Holdings named on the signature pages hereto (each a “Grantor”, and collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

PRELIMINARY STATEMENT

     The Grantors, the Administrative Agent and the Lenders are entering into a Credit Agreement dated as of the date hereof (as it may be amended or modified from time to time, the “Credit Agreement”). Each Grantor is entering into this Security Agreement in order to induce the Lenders to enter into and extend credit to the Borrowers under the Credit Agreement and to secure the Secured Obligations that such Grantor has agreed to guarantee pursuant to Article X of the Credit Agreement.

     ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Lenders, hereby agree as follows:

ARTICLE I
DEFINITIONS

     1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

     1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.

     1.3. Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings:

     “Accounts” shall have the meaning set forth in Article 9 of the UCC.

     “Article” means a numbered article of this Security Agreement, unless another document is specifically referenced.

     “Assigned Contracts” means, with respect to any Grantor, collectively, all of such Grantors’ rights and remedies under, and all moneys and claims for money due or to become due to such Grantor under those contracts and other agreements between such Grantor and any party other than the Administrative Agent or any Lender, and any other material contracts, and any and all amendments, supplements, extensions, and renewals thereof, including all rights and claims of such Grantor now or hereafter existing: (a) under any insurance, indemnities, warranties, and guarantees provided for or arising out of or in connection with any of the foregoing agreements; (b) for any damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (c) to all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements; or (d) to exercise or enforce any and all covenants, remedies, powers and privileges thereunder.

     “Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.

     “Closing Date” means the date of the Credit Agreement.

     “Collateral” shall have the meaning set forth in Article II.

     “Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any Grantor for any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

     “Collateral Report” means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.

     “Collection Account” means the account at JPMorgan Chase Bank, N.A., so designated by the Administrative Agent, in a written notice delivered to the Grantors, to be the “Collection Account”, to which funds on deposit in Deposit Accounts, Securities Accounts and Lock Boxes (other than Excluded Accounts) and all payments received in respect of Accounts shall be remitted at all times during an Availability Trigger Period.

     “Commercial Tort Claims” means “commercial tort claims” as set forth in Article 9 of the UCC and shall include, without limitation, the existing commercial tort claims of the Grantors set forth in Exhibit C-2 attached hereto.

     “Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

     “Copyrights” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to xxx for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

     “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

     “Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC.

     “Documents” shall have the meaning set forth in Article 9 of the UCC.

     “Equipment” shall have the meaning set forth in Article 9 of the UCC.

     “Event of Default” means an event described in Section 5.1.

     “Exhibit” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

     “Fixtures” shall have the meaning set forth in Article 9 of the UCC.

     “General Intangibles” shall have the meaning set forth in Article 9 of the UCC.

     “Goods” shall have the meaning set forth in Article 9 of the UCC.

     “Instruments” shall have the meaning set forth in Article 9 of the UCC.

     “Inventory” shall have the meaning set forth in Article 9 of the UCC.

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     “Investment Property” shall have the meaning set forth in Article 9 of the UCC.

     “Lenders” means the lenders party to the Credit Agreement and their successors and assigns.

     “Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC.

     “Licenses” means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to xxx for past, present, and future breaches thereof.

     “Lock Boxes” shall have the meaning set forth in Section 7.1(a).

     “Lock Box Agreements” shall have the meaning set forth in Section 7.1(a).

     “Patents” means, with respect to any Person, all of such Person’s right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to xxx for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.

     “Permitted Liens” means Liens permitted under Section 6.02 of the Credit Agreement.

     “Pledged Collateral” means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement; provided, however, Pledged Collateral shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by each Grantor in each Foreign Subsidiary.

     “Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

     “Required Secured Parties” means (a) prior to an acceleration of the Obligations under the Credit Agreement, the Required Lenders, (b) after an acceleration of the Obligations under the Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its terms and all of the obligations thereunder have been paid in full, Lenders holding in the aggregate at least a majority of the total of the Aggregate Credit Exposure, and (c) after the Credit Agreement has terminated by its terms and all of the Obligations thereunder have been paid in full (whether or not the Obligations under the Credit Agreement were ever accelerated), Lenders holding in the aggregate at least a majority of the aggregate net early termination payments and all other amounts then due and unpaid from any Grantor to the Lenders under Swap Agreement, as determined by the Administrative Agent in its reasonable discretion.

     “Section” means a numbered section of this Security Agreement, unless another document is specifically referenced.

     “Securities Accounts” has the meaning assigned to such term in Article 8 of the UCC.

     “Security” has the meaning set forth in Article 8 of the UCC.

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     “Stock Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.

     “Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC.

     “Trademarks” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights to xxx for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world.

     “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent’s or any Lender’s Lien on any Collateral.

     The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II
GRANT OF SECURITY INTEREST

     To secure the prompt and complete payment and performance of the Secured Obligations, each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including:

	(i)		all Accounts;
	(ii)		all Chattel Paper;
	(iii)		all Copyrights, Patents and Trademarks;
	(iv)		all Documents;
	(v)		all Equipment;
	(vi)		all Fixtures;
	(vii)		all General Intangibles;
	(viii)		all Goods;
	(ix)		all Instruments;
	(x)		all Inventory;
	(xi)		all Investment Property;
	(xii)		all cash or cash equivalents;
	(xiii)		all letters of credit, Letter-of-Credit Rights and Supporting Obligations;

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	(xiv)		all Deposit Accounts with any bank or other financial institution;
	(xv)		all Securities Accounts with any bank or other financial institution;
	(xvi)		all Commercial Tort Claims;
	(xvii)		all Assigned Contracts; and
	(xviii)		and all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing.

     Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, the following: (i) any of such Grantor’s rights or interests in or under, any lease, license, contract or agreement to which such Grantor is a party to the extent, but only to the extent that such a grant would, under the terms of such lease, license, contract or agreement constitute or result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein or (b) a breach or termination pursuant to the terms of, or a default under such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including any bankruptcy or insolvency laws) or principles of equity), provided that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect and (y) to the extent that any such lease, license, contract or agreement would otherwise constitute Collateral (but for the provisions of this paragraph), all proceeds resulting from the sale or disposition by any Grantor of any rights of such Grantor under such lease, license, contract or agreement shall constitute Collateral, (ii) any equipment or other fixed or capital assets owned by a Grantor acquired after the date hereof that is subject to a Lien securing a purchase money financing, project financing or capital or finance lease obligation permitted to be incurred pursuant to the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (iii) more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary, and (iv) any Trademark applications filed in the U.S. Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark has been filed with and accepted by the U.S. Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     Each Grantor represents and warrants to the Administrative Agent and the Lenders that:

     3.1. Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit F, the Administrative Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

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     3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

     3.3. Principal Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A; such Grantor has no other places of business except those set forth in Exhibit A.

     3.4. Collateral Locations. All of such Grantor’s locations where Collateral is located are listed on Exhibit A. All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated in Part VII(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A.

     3.5. Deposit Accounts; Securities Accounts; Lock Boxes. All of such Grantor’s Deposit Accounts, Securities Accounts and Lock Boxes are listed on Exhibit B.

     3.6. Exact Names. Such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization. Such Grantor has not, during the past five years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or been a party to any acquisition.

     3.7. Letter-of-Credit Rights; Chattel Paper; Commercial Tort Claims. Exhibit C-1 lists all Letter-of-Credit Rights and Chattel Paper of such Grantor having a value in excess of $500,000, individually. Set forth on Exhibit C-2 is a description of each Commercial Tort Claim of such Grantor having a value in excess of $500,000, individually (including a listing of the parties, description of the dispute, and, if available, case number). All action by the Grantor necessary or desirable to protect and perfect the Administrative Agent’s Lien on each item listed on Exhibits C-1 and C-2 (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) has been duly taken. The Administrative Agent will have a fully perfected first priority security interest in the Collateral listed on Exhibits C-1 and C-2, subject only to Liens permitted under Section 4.1(e).

     3.8. Accounts and Chattel Paper.

          (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be.

          (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment and disclosed to the Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due.

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          (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Lock Box as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

     3.9. Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and Lenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Inventory of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been substantially produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (g) the completion of manufacture, sale or other disposition of such Inventory by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

     3.10. Intellectual Property. Such Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Exhibit D, which exhibit shall be delivered to the Administrative Agent not later than thirty (30) days after the Effective Date pursuant to Section 4.7(f). This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit F and this Security Agreement with the United States Copyright Office and the United States Patent and Trademark Office, fully perfected first priority security interests in favor of the Administrative Agent on such Grantor’s Patents, Trademarks and Copyrights, such perfected security interests are enforceable as such as against any and all creditors of and purchasers from such Grantor; and all action necessary or desirable to protect and perfect the Administrative Agent’s Lien on such Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.

     3.11. Filing Requirements. None of its Equipment is covered by any certificate of title, except for motor vehicles having an aggregate value not in excess of $2,500,000. None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal statute except for (a) motor vehicles and (b) Patents, Trademarks and Copyrights held by such Grantor and described in Exhibit D.

     3.12. No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Administrative Agent on behalf of the Lenders as the secured party and (b) as permitted by Section 4.1(e).

     3.13. Pledged Collateral.

          (a) Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit E as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article

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8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a Control Agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

          (b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

          (c) Except as set forth in Exhibit E, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.

ARTICLE IV
COVENANTS

     From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:

     4.1. General.

          (a) Collateral Records. Such Grantor will maintain complete and accurate books and records with respect to the Collateral, and furnish to the Administrative Agent, with sufficient copies for each of the Lenders, updates with respect to Exhibits X, X, X-0, X-0, X, X, X xxx X hereto in accordance with Section 4.1(c) and such reports relating to such Collateral as the Administrative Agent shall from time to time request.

          (b) Authorization to File Financing Statements; Ratification. Such Grantor hereby authorizes the Administrative Agent to file, and if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Administrative Agent in order to maintain, subject to Permitted Liens, a first perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Administrative Agent promptly upon request.

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Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

          (c) Further Assurances. Such Grantor will, if so requested by the Administrative Agent, furnish to the Administrative Agent, as often as the Administrative Agent requests, statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such detail as the Administrative Agent may specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder. For purposes of this Security Agreement, all references to Exhibits A, B, C-1, C-2, D, E, F and G hereto shall be deemed to refer to each such exhibit as updated from time to time pursuant to supplements and amendments delivered by the Grantor to the Administrative Agent.

          (d) Disposition of Collateral. Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

          (e) Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except Permitted Liens.

          (f) Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except as permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

          (g) Locations. Such Grantor will not (i) maintain any Collateral owned by it at any location other than those locations listed on Exhibit A, (ii) otherwise change, or add to, such locations without the Administrative Agent’s prior written consent as required by the Credit Agreement (and if the Administrative Agent gives such consent, such Grantor will concurrently therewith obtain a Collateral Access Agreement for each such location to the extent required by the Credit Agreement), or (iii) change its principal place of business or chief executive office from the location identified on Exhibit A, other than as permitted by the Credit Agreement.

          (h) Compliance with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

     4.2. Receivables.

          (a) Certain Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may discount or adjust the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in the ordinary course of business.

          (b) Collection of Receivables. Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

          (c) Delivery of Invoices. Such Grantor will deliver to the Administrative Agent immediately upon its request duplicate invoices with respect to each Account owned by it bearing such language of assignment as the Administrative Agent shall specify.

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          (d) Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on any Receivable owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any such Receivable, such Grantor will promptly disclose such fact to the Administrative Agent in writing. Such Grantor shall send the Administrative Agent a copy of each credit memorandum in excess of $500,000 as soon as issued, and such Grantor shall promptly report each credit memo and each of the facts required to be disclosed to the Administrative Agent in accordance with this Section 4.2(d) on the Borrowing Base Certificates submitted by it.

          (e) Electronic Chattel Paper. Such Grantor shall take all steps necessary to grant the Administrative Agent Control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

     4.3. Inventory and Equipment.

          (a) Maintenance of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business and except for ordinary wear and tear in respect of the Equipment.

          (b) Returned Inventory. If an Account Debtor returns any Inventory to such Grantor when no Event of Default exists, then such Grantor shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor shall immediately report to the Administrative Agent any return involving inventory having a fair market value in excess of $500,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Administrative Agent’s written instructions; and (iv) not issue any credits or allowances with respect thereto without the Administrative Agent’s prior written consent. All returned Inventory shall be subject to the Administrative Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory.

          (c) Inventory Count; Perpetual Inventory System. Such Grantor will conduct a physical count of its Inventory at least once per fiscal year, and after and during the continuation of an Event of Default, at such other times as the Administrative Agent requests. Such Grantor, at its own expense, shall deliver to the Administrative Agent the results of each physical verification, which such Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory. Such Grantor will maintain a perpetual inventory reporting system at all times.

          (d) Equipment. Such Grantor shall promptly inform the Administrative Agent of any additions to or deletions from its Equipment which individually exceed $2,500,000. Such Grantor will not, without the Administrative Agent’s prior written consent, alter or remove any identifying symbol or number on any of such Grantor’s Equipment constituting Collateral.

     4.4. Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly following the execution of this Security Agreement the originals of (x) all Chattel Paper having a value in excess of $500,000 and (y) all Securities and Instruments, in each case constituting Collateral owned by it (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral, (c) upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral and (d) upon the Administrative

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Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding anything to the contrary contained in this Security Agreement or any other Loan Document, not later than thirty (30) days after the Effective Date, such Grantor shall deliver to the Administrative Agent the original certificates representing the Equity Interests of Foreign Subsidiaries which constitute Pledged Collateral owned by such Grantor as of the Effective Date, together with the executed undated powers for each such certificate.

     4.5. Uncertificated Pledged Collateral.

          (a) Such Grantor will cause the issuers of Equity Interests which constitute Pledged Collateral owned by such Grantor to comply with any and all instructions originated by the Administrative Agent regarding such Equity Interests, notwithstanding anything to the contrary in any other agreement between such Grantor and such issuers. Such Grantor further agrees that it shall cause the issuers of Equity Interests which constitute Pledged Collateral owned by such Grantor not to certificate such Equity Interests or register any party other than such Grantor, another Grantor or the Administrative Agent or the Administrative Agent’s designee as the registered owner of any portion of such Equity Interests, or allow any party other than the Administrative Agent or its designee to become the holder of any such Equity Interests or an entitlement thereto, in each case without the prior written consent of the Administrative Agent.

          (b) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent Control.

          (c) Each Grantor that is an issuer of uncertificated securities which constitute Pledged Collateral hereby acknowledges and agrees that (i) the Administrative Agent shall be deemed to have “control” over such uncertificated securities within the meaning of Section 8-106 of the UCC, (ii) such Grantor shall comply with all instructions originated by the Administrative Agent regarding such uncertificated securities, (iii) such Grantor shall market its books and records to reflect the Lien of the Administrative Agent in such uncertificated securities, and (iv) such Grantor shall not register any transfer of any portion of such uncertificated securities to any Person other than to another Grantor or to the Administrative Agent or the Administrative Agent’s designee.

          (d) Each of the parties hereto acknowledges and agrees that this Security Agreement evidences the Administrative Agent’s “control” over all “uncertificated securities” and “investment property” constituting Pledged Collateral in accordance with the applicable provisions of, and as such terms are defined in, Articles 8 and 9 of the UCC.

     4.6. Pledged Collateral.

          (a) Changes in Capital Structure of Issuers. Except as otherwise permitted under the terms of the Credit Agreement, such Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Liens and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

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          (b) Issuance of Additional Securities. Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor or another Grantor.

          (c) Registration of Pledged Collateral. Such Grantor will permit any registrable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Required Secured Parties.

          (d) Exercise of Rights in Pledged Collateral.

          (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral.

          (ii) Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.

          (iii) Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and

          (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

     4.7. Intellectual Property.

          (a) Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Administrative Agent of any License held by such Grantor and to enforce the security interests granted hereunder; provided, however, that the foregoing shall not apply to any License for the use of intellectual property where such License is for the use of intellectual property that is commercially available.

          (b) Such Grantor shall notify the Administrative Agent immediately if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s

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ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

          (c) In no event shall such Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving the Administrative Agent prior written notice thereof, and, upon request of the Administrative Agent, such Grantor shall execute and deliver any and all security agreements as the Administrative Agent may request to evidence the Administrative Agent’s first priority security interest on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby.

          (d) Such Grantor shall take all actions necessary or requested by the Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, except if such Patent, Trademark or Copyright is not material to the conduct of such Grantor’s business.

          (e) Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is in no way material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Administrative Agent shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 4.8.

          (f) Notwithstanding anything to the contrary contained in this Security Agreement or any other Loan Document, not later than thirty (30) days after the Effective Date, such Grantor shall (i) deliver to the Administrative Agent the results of patent and trademark searches of the U.S. Patent and Trademark Office databases, evidencing its ownership of all Patents and Trademarks held by such Grantor, together with a true, correct and complete listing of all Patents and Trademarks (including any licenses of the foregoing) in which such Grantor has an ownership interest, which listing shall be attached to this Security Agreement as Exhibit D, and (ii) execute and deliver in favor of the Administrative Agent (x) a patent security agreement and (y) a trademark security agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent.

     4.8. Commercial Tort Claims. Such Grantor shall promptly, and in any event within fifteen (15) Business Days after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim acquired by it having a value in excess of $500,000 and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit G hereto, granting to Administrative Agent a first priority security interest in such commercial tort claim.

     4.9. Letter-of-Credit Rights. If such Grantor is or becomes the beneficiary of a letter of credit having a value in excess of $500,000, it shall promptly, and in any event within two Business Days after becoming a beneficiary, notify the Administrative Agent thereof and cause the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights to the Administrative Agent and (ii) agree to direct all payments thereunder to a Deposit Account at the Administrative Agent or subject to a Control Agreement for application to the Secured Obligations, in accordance with Section 2.18 of the Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent.

     4.10. Federal, State or Municipal Claims. Such Grantor will promptly notify the Administrative Agent of any Collateral which constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof having a value in excess of $1,000,000, the assignment of which claim is restricted by federal, state or municipal law.

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     4.11. No Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.

     4.12. Insurance.

          (a) In the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, such Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased by such Loan Party within a “Special Flood Hazard Area”). The amount of flood insurance required by this Section shall be in an amount equal to the lesser of the total Commitment or the total replacement cost value of the improvements.

          (b) All insurance policies required hereunder and under Section 5.09 of the Credit Agreement shall name the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) as an additional insured or as loss payee, as applicable, and shall contain loss payable clauses or mortgagee clauses, through endorsements in form and substance satisfactory to the Administrative Agent, which provide that: (i) all proceeds thereunder with respect to any Collateral shall be payable to the Administrative Agent to be held, remitted to the Grantors or applied against the Secured Obligations as provided in the Credit Agreement; (ii) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy; and (iii) such policy and loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty (30) days prior written notice given to the Administrative Agent.

          (c) All premiums on any such insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Administrative Agent. If such Grantor fails to obtain any insurance as required by this Section, the Administrative Agent may obtain such insurance at the Grantor’s expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default arising from the Grantor’s failure to maintain such insurance or pay any premiums therefor.

     4.13. Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain, within 120 days following the Closing Date, a Collateral Access Agreement, from (x) the lessor of each leased property and (y) from any bailee or consignee with respect to any warehouse, processor or converter facility or other location, in each case where inventory having a fair market value in excess of $500,000 is stored or located or where machinery or equipment having a fair market value in excess of $500,000 is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Closing Date, no real property or warehouse space shall be leased by such Grantor and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location (unless the fair market value of the inventory at such location, or the fair market value of the machinery and equipment at such location, is less than $500,000). Notwithstanding the foregoing, if a Collateral Access Agreement has not been obtained with respect to any location where inventory is stored or located, Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

     4.14. Control Agreements. Such Grantor will provide to the Administrative Agent Control Agreements to the extent required under Section 5.12 of the Credit Agreement.

     4.15. Change of Name or Location; Change of Fiscal Year. Except as otherwise expressly permitted under the Credit Agreement, such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which Collateral is held or stored, or the

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location of its records concerning the Collateral as set forth in the Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least twenty (20) days prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of Lenders, in any Collateral), provided that, any new location shall be in the continental U.S. Such Grantor shall not change its fiscal year which currently ends on December 31.

     4.16. Assigned Contracts. Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder, except where the failure to obtain such consent or approval could not reasonably be expected to result in a Material Adverse Effect. Such Grantor shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract unless the Grantor shall have reasonably determined that the termination of such Assigned Contract would not have a Material Adverse Effect. Without limiting the generality of the foregoing, such Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. Such Grantor shall notify the Administrative Agent and the Lenders in writing, promptly after such Grantor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification in an amount in excess of $500,000 under any of its Assigned Contracts, and shall diligently pursue such right to recover such claim and report to the Administrative Agent on all further developments with respect thereto. If Full Cash Dominion shall be in effect, such Grantor shall deposit into a Deposit Account at the Administrative Agent or subject to a Control Agreement for application to the Secured Obligations, in accordance with Section 2.18 of the Credit Agreement, all amounts received by such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If such Grantor shall fail after the Administrative Agent’s demand to pursue diligently any right under its Assigned Contracts, or if an Event of Default then exists, the Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, such Grantor shall indemnify and hold the Administrative Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from such Grantor to or in favor of such obligor or its successors. All such obligations of such Grantor shall be and remain enforceable only against such Grantor and shall not be enforceable against the Administrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Lender’s exercise of any of their respective rights with respect to the Collateral shall not release such Grantor from any of such duties and obligations. Neither the Administrative Agent nor any Lender shall be obligated to perform or fulfill any of such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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ARTICLE V
EVENTS OF DEFAULT AND REMEDIES

     5.1. Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:

          (a) Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially false as of the date on which made.

          (b) The breach by any Grantor of any of the terms or provisions of Article IV or Article VII.

          (c) The breach by any Grantor (other than a breach which constitutes an Event of Default under any other Section of this Article V) of any of the terms or provisions of this Security Agreement which is not remedied within twenty (20) days after such breach.

          (d) The occurrence of any “Event of Default” under, and as defined in, the Credit Agreement.

          (e) Any Equity Interest which is included within the Collateral shall at any time constitute a Security or the issuer of any such Equity Interest shall take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such Security have been delivered to the Administrative Agent and such Security is properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Administrative Agent has entered into a control agreement with the issuer of such Security or with a securities intermediary relating to such Security and such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise.

     5.2. Remedies.

          (a) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise any or all of the following rights and remedies:

          (i) those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that, this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders prior to an Event of Default;

          (ii) those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement;

          (iii) give notice of sole control or any other instruction under any Control Agreement or and other control agreement with any securities intermediary and take any action therein with respect to such Collateral;

          (iv) without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for

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future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable; and

          (v) concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof.

          (b) The Administrative Agent, on behalf of the Lenders, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

          (c) The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the Lenders, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.

          (d) Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment.

          (e) If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Swap Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Swap Obligations pursuant to the terms of the Swap Agreement.

          (f) Notwithstanding the foregoing, neither the Administrative Agent nor the Lenders shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

          (g) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

     5.3. Grantor’s Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default, each Grantor will:

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          (a) assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Grantor’s premises or elsewhere;

          (b) permit the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy;

          (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Administrative Agent may request, all in form and substance satisfactory to the Administrative Agent, and furnish to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Administrative Agent, any information regarding the Pledged Collateral in such detail as the Administrative Agent may specify;

          (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and

          (e) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

     5.4. Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V following the occurrence and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any intellectual property rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

ARTICLE VI
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY

     6.1. Account Verification. The Administrative Agent may at any time, in the Administrative Agent’s own name, in the name of a nominee of the Administrative Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Administrative Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables; provided that, unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall notify the Grantors prior to contacting Account Debtors.

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     6.2. Authorization for Secured Party to Take Certain Action.

          (a) Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 7.4, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

          (b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit of the Administrative Agent and Lenders, under this Section 6.2 are solely to protect the Administrative Agent’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent agrees that, except for the powers granted in Section 6.2(a)(i)-(vi), 6.2(a)(vii) solely with respect to periodic account verifications with prior notice to the Grantors, and Section 6.2(a)(xvi), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing.

     6.3. Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER

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THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.

     6.4. Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR ANY LENDER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

ARTICLE VII
COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS,
SECURITIES ACCOUNTS, LOCK BOXES

     7.1. Collection of Receivables. As of the date of this Security Agreement, all Deposit Accounts, Securities Accounts and postal lock boxes (“Lock Boxes”) established by the Grantors with any banking institution, securities broker, securities intermediary or other financial institution are listed on Exhibit B hereto. Each Grantor has and will continue to direct its Account Debtors to remit cash, checks, electronic funds transfers and other similar payments relating to or constituting payments made in respect of Receivables directly to a Lock Box. Such Lock Box shall be subject to an irrevocable lockbox agreement in the form provided by or otherwise acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account during an Availability Trigger Period pursuant to Section 7.2 (a “Lock Box Agreement”). If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Lock Box after notice from the Administrative Agent, the Administrative Agent shall be entitled to make such notification directly to such Account Debtor.

     7.2. Application of Funds During an Availability Trigger Period. At all times during an Availability Trigger Period, the Grantors shall comply and shall cause the Cash Management Bank to comply with the provisions of Section 5.12(d) of the Credit Agreement. At all times during an Availability Trigger Period, the Administrative Agent shall have the right (i) to declare that Full Cash Dominion is in effect, (ii) to give a notice of sole control or other instruction under any Control Agreement, (iii) to notify each banking institution, securities broker or securities intermediary (including the Cash Management Bank) at which any Grantor maintains any Deposit Account or Securities Account (in each case, other than Excluded Accounts), that (A) the Administrative Agent has taken full dominion and control over all Deposit Accounts and Securities Accounts (in each case, other than Excluded Accounts) and all funds from time to time on deposit therein, (B) such banking institutions, securities brokers and securities intermediaries shall follow all instructions given by the Administrative Agent with respect to such Deposit Accounts and Securities Accounts, and (C) such banking institutions shall remit directly to the Collection Account (or to such other account as the Administrative Agent may direct), on a daily basis (or on such other basis as the Administrative Agent shall direct) all funds from time to time deposited into such Deposit Accounts and Securities Accounts, and (iv) to automatically apply, on a daily basis, all funds remitted to the Collection Account (or to such other account as the Administrative Agent shall so direct), from all such Deposit Accounts and Securities Accounts, and all other proceeds of the Collateral, to repay the Loans and other Obligations in accordance with Sections 2.11 and 2.18 of the Credit Agreement.

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     7.3. Covenant Regarding New Deposit Accounts; Securities Accounts and Lock Boxes. Before opening or replacing any Deposit Account or Securities Account, or establishing a new Lock Box, each Grantor shall (a) obtain the Administrative Agent’s consent in writing to the opening of such Deposit Account, Securities Account or Lock Box, and (b) cause each bank or financial institution in which it seeks to open a Deposit Account, Securities Account or Lock Box (in each case, other than an Excluded Account) to enter into a Control Agreement with the Administrative Agent in order to give the Administrative Agent dominion and control over such Deposit Account, Securities Account or Lock Box. In the case of Deposit Accounts or Lock Boxes maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.

     7.4. Application of Proceeds; Deficiency. In the case of any sale or other disposition of Collateral by the Administrative Agent in the exercise of its remedies provided herein or in any other Loan Document, the proceeds of such sale shall be applied (and allocated) by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement. In the event that the proceeds from any sale or other disposition of Collateral are insufficient to pay all Secured Obligations in full, the Grantors shall remain liable for any deficiency, including any attorneys’ fees and other expenses incurred by the Administrative Agents or any Lender to collect such deficiency.

ARTICLE VIII
GENERAL PROVISIONS

     8.1. Waivers. Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any Lender arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such Lender as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any Lender, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

     8.2. Limitation on Administrative Agent’s and Lenders’ Duty with Respect to the Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each Lender shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any Lender shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies

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against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.

     8.3. Compromises and Collection of Collateral. The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.

     8.4. Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

     8.5. Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 4.16, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and Lenders have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the Lenders to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.

     8.6. Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the Lenders unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Secured Parties.

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     8.7. No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Administrative Agent or any Lender to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Secured Obligations have been paid in full.

     8.8. Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in any this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

     8.9. Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     8.10. Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the Lenders and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Administrative Agent (except in connection with a transaction permitted under Section 6.03(a) of the Credit Agreement). No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, hereunder.

     8.11. Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

     8.12. Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse the Administrative Agent for any and all out-of-pocket expenses and internal charges (including reasonable attorneys’, auditors’ and accountants’ fees and reasonable time charges of attorneys, paralegals, auditors and accountants who may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any

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periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

     8.13. Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

     8.14. Termination. This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or Supporting Letter of Credit has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the Lenders which would give rise to any Secured Obligations are outstanding.

     8.15. Entire Agreement. This Security Agreement embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral.

     8.16. CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     8.17. CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

     8.18. WAIVER OF JURY TRIAL. EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

     8.19. Indemnity. Each Grantor hereby agrees to indemnify the Administrative Agent and the Lenders, and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent or any Lender is a party thereto) imposed on, incurred by or asserted against the Administrative Agent or the Lenders, or their respective successors, assigns, agents and employees, in any way relating to or arising out of the execution and delivery of this Security Agreement or any actions taken or omitted to be taken by the Administrative Agent or the Lenders

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in accordance with the terms of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent or the Lenders or any Grantor, and any claim for Patent, Trademark or Copyright infringement).

     8.20. Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart.

     8.21. Post Closing Matters. Each of the Parties hereto acknowledges and consents that the documents and deliverables set forth in Exhibit H will be provided by the party responsible therefor in the manner set forth in such exhibit on or prior to the due date specified in such exhibit.

ARTICLE IX
NOTICES

     9.1. Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent by United States mail, telecopier, personal delivery or nationally established overnight courier service, and shall be deemed received (a) when received, if sent by hand or overnight courier service, or mailed by certified or registered mail notices or (b) when sent, if sent by telecopier (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient), in each case addressed to the Grantors at the notice address set forth on Exhibit A, and to the Administrative Agent and the Lenders at the addresses set forth in accordance with Section 9.01 of the Credit Agreement.

     9.2. Change in Address for Notices. Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice upon it by a notice in writing to the other parties.

ARTICLE X
THE ADMINISTRATIVE AGENT

     JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the Lenders hereunder pursuant to Article VIII of the Credit Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Lenders to the Administrative Agent pursuant to the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express conditions contained in such Article VIII. Any successor Administrative Agent appointed pursuant to Article VIII of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written.

	GRANTORS: ALTRA HOLDINGS, INC. ALTRA INDUSTRIAL MOTION, INC.
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:  Vice President, Legal and Human Resources, General Counsel and Secretary
	AMERICAN ENTERPRISES MPT CORP. AMERICAN ENTERPRISES MPT HOLDINGS, LLC AMERIDRIVES INTERNATIONAL, LLC BOSTON GEAR LLC FORMSPRAG LLC INERTIA DYNAMICS LLC XXXXXX MANUFACTURING CORPORATION XXXXXXX GEAR LLC WARNER ELECTRIC INTERNATIONAL HOLDING, INC. WARNER ELECTRIC LLC WARNER ELECTRIC TECHNOLOGY LLC XX XXXX’X CORPORATION XX XXXX’X INCORPORATED XX XXXX’X ENTERPRISES, INC.
	By	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Secretary

	ADMINISTRATIVE AGENT JPMORGAN CHASE BANK, N.A., as Administrative Agent
	By	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Senior Vice President

PLEDGE AND SECURITY AGREEMENT

EXHIBITS

EXHIBIT A
(See Sections 3.2, 3.3, 3.4, 3.9 and 9.1 of Security Agreement)

NOTICE ADDRESS FOR ALL GRANTORS

c/o Altra Holdings, Inc.
000 Xxxxxxx Xx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000

INFORMATION AND COLLATERAL LOCATIONS OF GRANTORS

I. General Information

Name of Grantor		State		Entity Type			Org. No			Tax No.
Altra Holdings, Inc.		DE		C Corp.			3870357			00-0000000
Altra Industrial Motion, Inc.		DE		C Corp.			3878606			00-0000000
American Enterprises MPT Corp.		DE		C Corp.			2673186			00-0000000
American Enterprises MPT Holdings, LLC		DE		LLC			2686543			00-0000000
Ameridrives International, LLC		DE		LLC			2673483			00-0000000
Boston Gear LLC		DE		LLC			3822981			00-0000000
Formsprag LLC		DE		LLC			3534967			00-0000000
Inertia Dynamics, LLC		DE		LLC			4046002			00-0000000
Xxxxxx Manufacturing Corporation		DE		C Corp.			0817664			00-0000000
Xxxxxxx Gear LLC		DE		LLC			2765519			00-0000000
XX Xxxx’x Corporation		DE		C Corp.			2531112			00-0000000
XX Xxxx’x Enterprises, Inc.		DE		C Corp.			3102375			00-0000000
XX Xxxx’x Incorporated		PA		C Corp.			394660			00-0000000
Warner Electric International Holding, Inc.		DE		C Corp.			3142042			00-0000000
Warner Electric LLC		DE		LLC			3142038			00-0000000
Warner Electric Technology LLC		DE		LLC			3142046			00-0000000

II.		Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:
		Chief Executive Office/Mailing Address of Each Grantor:

c/o Altra Holdings, Inc.
000 Xxxxxxx Xx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000

III. Locations of Collateral:

(a) Properties Owned by the Grantors:

Grantor/Owner

Street

City

State

Country

ZIP

Warner Electric LLC

000 Xxxxxxx Xxxxxx

Xxxxx Xxxxxx

XX

XXX

00000

Warner Electric, LLC

000 X. Xxxxx Xxxxxx

Xxxxxxxx Xxxx

XX

XXX

00000

XX Xxxx’x Corporation

000 Xxxx Xxxxxxxxxx Xxxxxx

Xx. Xxxxxxxx

XX

XXX

00000

Formsprag LLC

00000 Xxxxxx Xxxx

Xxxxxx

XX

XXX

00000

Grantor/Owner

Street

City

State

Country

ZIP

Xxxxxx Manufacturing Corporation

0000-00 Xxxxxx Xxxxxx

Xxxxxxxx

XX

XXX

00000

XX Xxxx’x Corporation

000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxxxxxx

XX

XXX

00000

XX Xxxx’x Corporation

0000 Xxxxx Xxx Xxxx

Xxxxxxxx

XX

XXX

00000

Ameridrives International LLC

0000 Xxxxxxxxxx Xxxxxx

Xxxx

XX

XXX

00000

XX Xxxx’x Corporation

00 Xxxxxx Xx.

Xxxxxxxxxxxx

XX

XXX

00000

XX Xxxx’x Corporation

000 Xxxxxxx Xxxx

Xxxxxxxxxxx

XX

XXX

00000

Warner Electric LLC

0000 Xxxxxx Xxxx

Xxxxxxx Xxxxx

XX

XXX

00000

XX Xxxx’x Corporation

0000 Xxxxxx Xxxxxx Xxxx

Xxx Xxxxxx

XX

XXX

00000

Vehicle		Location		VIN
2006 CHEVROLET XXXXXXXXX		Xxxxxxxxxxxx, XX		0XXXX00X00X000000
1990 INTERNATIONAL BOX TRUCK		Chambersburg, PA		0XXXXXXX0XX000000
1985 FORD 4-WHEEL TRUCK		Chambersburg, PA		0XXXX00X0XXX00000
0000 XXX XXXXXX XXXXXX		Xxxxxxxxxxxx, XX		0XXXX00X0XX000000
2001 CHEVROLET XXXXXX		Xxxxxxxxxxxx, XX		0X0XX00XX00000000
1998 CHEVROLET PICKUP		Xxxxxxxxxxxx, XX		0XXXX00X0XX000000
2002 FORD TAURUS		Xxxxxxxxxxxx, XX		0XXXX00X00X000000
1972 CHEVROLET DUMP TRUCK		Chambersburg, PA		CCE532V120791
2003 CHEVROLET XXXXXXXX		Xxxxxxxxxxxx, XX		0XXXX00X00X000000
2001 CHEVROLET IMPALA		Xxx Xxxxxx, XX		0X0XX00XX00000000
2000 FORD F350 TRUCK		San Marcos, TX		0XXXX00X0XXX00000
0000 XXXXX XXXXXX		Xxxxxxx Xxxxx, XX		0XXXX00000X000000
0000 XXXXX XXXXXX		Xxxxxxx Xxxxx, XX		0XXXX00X00X000000
1995 DODGE PICKUP		Xxxxxxx Xxxxx, XX		0X0XX00X0XX000000
1999 FORD PICKUP		Xxxxxx, XX		0XXX00X0XXX00000
1993 FORD XX-000 XXXXXX		Xxx Xxxxxxxx, XX		0XXXX00X0XXX00000
0000 XXXXXXXXXXXXX XXX XXXXX		Xxx Xxxxxxxx, XX		0XXXXXXX00X000000
1994 FORD F-350XL		Xxxxx Xxxxxx, XX		0XXXX00XXXXX00000
1998 DODGE DAKOTA PICKUP		Xxxxx Xxxxxx, XX		0X0XX00X0XX0000000
0000 XXXXXXX XXXXXXX XXX		Xxxxxxxx, XX		0XXXX00X00X000000
0000 XXXXX XXXXX XXXXXXX		Xxxxxxxx, XX		0X0XX00X00X000000
0000 XXX XXXXXX XXXXXX		Xxxxxxxx, XX		0XXXX00X0XX000000
0000 XXXXX XXXXXXX		Xxxxxxxx, XX		0X0XX00X0XX000000
2007 HYUNDAI ENTOURAGE		Syracuse, NY		XXXXX000000000000
0000 XXXXXXXX XXXXXXXX		Xxxxxxxx, XX		0X0XX0000X000000
0000 XXXXX XXXXXXX		Xxxxx Xxx, XX		0X0XX00X0XX000000
1999 CHEVY X0000		Xxxxx Xxx, XX		0XXXX00XXXX000000
0000 XXXXX XXXXXX		Xxxxxxx Xxxxx, XX		0XXXX0000X0000000
2004 FORD X000		Xxx Xxxxxx, XX		XXXX00X00XX00000
1996 FORD 250		Charlotte, NC		0XXXX00X0XXX00000

(b) Properties Leased by the Grantors (Include Landlord’s Name):

Grantor/Lessee

Landlord

Street

City

State

Country

ZIP

Inertia Dynamics, LLC

Xxxxxxxxx Properties, LLC

00 Xxxxxxxxxx Xxxx Xxxx

Xxx Xxxxxxxx

XX

XXX

00000

Grantor/Lessee

Landlord

Street

City

State

Country

ZIP

Warner Electric LLC

Xxxxxxxxx Development Group

000 Xxxxxxxx Xxxxxx

Xxxxx Xxxxxx

XX

XXX

00000

Warner Electric LLC

Long Family Properties, LLC

000 Xxxxxxx Xxxxxx

Xxxxx Xxxxxx

XX

XXX

00000

Formsprag LLC

Xxxxxxxx Xxxxxxxxx

000 X. Xxxxxxxx Xxxx, Xxxxx 000

Xxxx Xxxxx

XX

XXX

00000

Warner Electric LLC

The Krenger CO.

0000 Xxxxxx Xxxxx

Xxxxxxxxx

XX

XXX

00000

Warner Electric LLC

Precision Realty Corporation

000 X. Xxxxxxx Xxxxxx

Xxxxxxxx City

IN

USA

46725

Altra Holdings, Inc.

Sun Life Assurance Company of Canada

000 Xxxxxxx Xxxxxx

Xxxxxxxxx

XX

XXX

00000

Formsprag LLC

Xxxxxx X. Fecteku

00000 Xxxxxx Xxxx

Xxxxxx

XX

XXX

00000

Boston Gear LLC

Xxxx X.X. Xx Xxxxx

000 Xxxxxxx Xxxxx

Xxxxxxxxx

XX

XXX

00000

XX Xxxx’x, Inc.

Prologis NA3 TRS II LLC

0000 Xxxxx Xxxxxx

Xxxx

XX

XXX

00000

Xxxxxxx Gear LLC

Wheatfield Business Park, LP.

0000 Xxxxxxx Xxxxx Xxxxxxxxx

Xxxxxxx Xxxxx

XX

XXX

00000

Ameridrives International LLC

Xxxxx X. Xxxxx and Xxxx Xxxxxxx-Xxxxx

00 X. Xxxxx Xxxx, Xxxxx 0X

Xxx Xxxx

XX

XXX

00000

Warner Electric LLC

Grapevine Realty, LLC

0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000

Xxxxxxxxx

XX

XXX

00000

Boston Gear LLC

Caddo Investments LP

0000 Xxxxx Xxxxxxx Xxxxxxxxxx

Xxxxx

XX

XXX

00000

Ameridrives International LLC

Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx

0000 XX 0000, Xxxxx X

Xxx Xxxxxxxxx

XX

XXX

00000

Warner Electric LLC

Waukesha East Commerce Center

0000 Xxxxx Xxxxxx

Xxxxxxxx

XX

XXX

00000

Ameridrives International LLC

X. X. Xxxxxx Properties, LLC

0000 Xxxxxxx Xxxx

Xxxxx Xxx

XX

XXX

00000

XX Xxxx’x Enterprises, Inc.

Belflint + Xxxxx

0000 Xxxxxx Xxxx, Xxxxx 000

Xxxxxxxxxx

XX

XXX

00000

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

Grantor

Landlord

Purpose

Street

City

State

Country

ZIP

Ameridrives International LLC

Xxxxxxxx Machining Industries Inc.

Storage of raw materials, finished goods inventory, work in progress inventory, fixed assets and machinery

0 Xxxxxx Xxxxxx

Xxxxxxxxx

Xxxx

XXX

00000

Inertia Dynamics, LLC

Advanced DC Motors

Inventory storage

0000 Xxx Xxxxxxx Xxxx Xxxxx

Xxxx Xxxxxxxx

Xxx Xxxx

XXX

00000

Xxxxxx Manufacturing Corporation

Xxxxxx Korea (not affiliated with Xxxxxx Manufacturing Corporation or Alta Industrial Motion, Inc.)

Finished goods inventory consignment

660-2 Bokjung-Dong, SunjungGu, Sungnam-Si

Gyunggi Do

—

Republic of Korea

—

Grantor

Landlord

Purpose

Street

City

State

Country

ZIP

Xxxxxx Manufacturing Corporation

Xxxxxx Canada ULC

General

000 Xxxxxx Xxxxxx

Xxxxxxxxx

Xxxxxxx

Xxxxxx

—

XX Xxxx’x, Inc.

International Distribution Corporation

Inventory storage

0000 Xxxxxx Xxxxxx

Xxxxxxx

Xxxxx

XXX

00000

XX Xxxx’x, Inc.

Kaman Industrial

Inventory storage

0000 XX Xxxxxx

Xxxxxxxx

XX

XXX

00000

XX Xxxx’x, Inc.

Industrial Products Company

Inventory Business

000 Xxxxx Xxx. Bldg. 3

San Marcos

TX

USA

78666

XX Xxxx’x, Inc.

XX Xxxx’x Canada Ltd.

General

0000 Xxxxxxxx Xx. #0

Xxxxxxxxxxx

XX

Xxxxxx

—

XX Xxxx’x, Inc.

Industrial Blaju S. A. de C.V.

General

Av. Comision Federal de Electricidad #850, Parque Industrial Millenium, 78395 San Xxxx Potosi

San Xxxx Potosi

—

Mexico

—

XX Xxxx’x, Inc.

Industrial Blaju S. A. de C.V.

General

Oriente 237 Xx. 000, Xxxxxxx Xxxxxxxx Xxxxxxxx, 00000

Xxxxxx, D.F.

—

Mexico

—

XX Xxxx’x, Inc.

XX Xxxx’x Canada Ltd.

General

0000 00xx Xxx.

Xxxxxxxx

Xxxxxxx

Xxxxxx

—

XX Xxxx’x, Inc.

XX Xxxx’x Canada Ltd.

General

0000 Xxxxx Xx. Xxxxx Xx. Laurent

Ville St. Laurent, Montreal

Quebec

Canada

—

Xxxxxx Manufacturing Corporation

Iron Mountain

Document retention

0000 Xxxxx Xx.

Xxxx Xxxxxxxx

XX

XXX

00000

Xxxxxx Manufacturing Corporation

Empire Archives

Document retention

0000 Xxxxx Xxxxxx Xx.

Xxxxxxxx

XX

XXX

00000

Formsprag LLC

Chicago Aluminum Castings Co. Inc.

Inventory and equipment storage

0000 Xxxx Xxxxx Xxx.

Xxxxxxx

XX

XXX

00000

Formsprag LLC

Master Machine & Repair

Inventory and equipment storage

0000 X. Xxxxxxxxxxxxx

Xxxxxxx Xxxx

XX

XXX

00000

Formsprag LLC

Industrial Boring

Inventory and equipment storage

00000 Xxxxxxxxxx

Xxxxxx

XX

XXX

00000

Formsprag LLC

North Tool & Mfg. Co.

Inventory and equipment storage

00000 X. 00 Xxxx Xx.

Xxxxxxxxxx

XX

XXX

00000

Formsprag LLC

ARC Services of Macomb

Inventory and equipment storage

00000 Xxxxxxx

Xxxxxxx Xxx

XX

XXX

00000

Formsprag LLC

D & D Machine Movers

Inventory and equipment storage

00000 Xxxxxxxxx Xxxxxxx

Xxxxxxxxx

XX

XXX

00000

Formsprag LLC

Xxxxxxxx Tool Company

Inventory and equipment storage

00000 Xxxxxx

Xxxxxxx

XX

XXX

00000

Grantor

Landlord

Purpose

Street

City

State

Country

ZIP

Formsprag LLC

Iron Mountain

Document retention

00000 Xxxx Xx.

Xxxxxx

XX

XXX

00000

Formsprag LLC

Iron Mountain

Document retention

0000 Xxxxx Xxxxxxxx Xxxx

Xxxxxx

XX

XXX

00000

Formsprag LLC

Boston Gear – Canada Warehouse

Inventory and equipment storage

0000 Xxxxxxxx Xx. #0

Xxxxxxxxxxx

XX

Xxxxxx

—

EXHIBIT B
(See Section 3.5 of Security Agreement)

DEPOSIT ACCOUNTS

						Check here if		Description of
						Deposit Account is		Deposit Account
						a Collection		if not a Collection
Name of Grantor		Name of Institution		Account Number		Account		Account
See attached consolidated bank account listing.

LOCK BOXES

Name of Grantor		Name of Institution		Lock Box Number
See attached consolidated bank account listing.

SECURITIES ACCOUNTS

Name of Grantor		Name of Institution		Account Number
Altra Industrial Motion, Inc.		[*]		[*]
Altra Holdings, Inc.		[*]		[*]
Altra Holdings, Inc.		[*]		[*]

Bank Account Data Collection

Location:		[*]
Submitted by:		[*]
Phone #:		[*]
Email:		[*]

Global Bank Account Information

Interest

Bearing (Y

Maximum

Bank

Company Name

Account Type

or N)

Currency

Annual Fees

Amt. Held

Purpose

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

Authorized Signers:                                      

Xxxx Xxxxxxxxxxx
Xxxxxxxxx Xxxxxx
Xxxx Xxxxxxxxx

Bank Account Data Collection

Location:		[*]
Submitted by:		[*]
Phone #:		[*]
Email:		[*]

Interest

Bearing (Y

Maximum

Bank

Account Type

or N)

Currency

Annual Fees

Amt. Held

Purpose

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

Xxxx Xxxx
Xxxx Xxxxxxxxxx

EXHIBIT C-1
(See Section 3.7 of Security Agreement)

LETTER OF CREDIT RIGHTS

None.

CHATTEL PAPER

None.

EXHIBIT C-2
(See definition of Commercial Tort Claims)

EXISTING COMMERCIAL TORT CLAIMS

None.

EXHIBIT D
(See Section 3.10 and 3.11 of Security Agreement)

INTELLECTUAL PROPERTY RIGHTS

PATENTS

Name of Grantor		Patent Description		Patent Number		Issue Date
See attached Consolidated Patent List

PATENT APPLICATIONS

Name of Grantor		Patent Application		Application Filing Date		Application Serial Number
See attached Consolidated Patent List

TRADEMARKS

Name of Grantor		Trademark		Registration Date		Registration Number
See attached Consolidated Trademark List

TRADEMARK APPLICATIONS

Name of Grantor		Trademark Application		Application Filing Date		Application Serial Number
See attached Consolidated Trademark List

COPYRIGHTS

Name of Grantor		Copyright		Registration Date		Registration Number
None

COPYRIGHT APPLICATIONS

Name of Grantor		Copyright Application		Application Filing Date		Application Serial Number
None

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

Canada

Warner Electric Technology Inc.

IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH

2024208

07/03/2001

2024208

08/29/1990

Active

Patent

Canada

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC

1315218

3/30/1993

614020

9/28/1989

Active

Patent

Europe

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

Europe

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

05/03/2006

09109241.0

02/14/2001

Active

Patent

Europe

Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

9/3/1997

93310365.7

12/21/1993

Active

Patent

Europe

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

92309229.0

10/9/1992

Active

Patent

Europe

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378

12/10/1990

Active

Patent

Europe

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

03/29/1995

94306356.0

8/30/1994

Active

Patent

Europe

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/99

Active

Patent

Europe

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

1/18/1995

92305695.6

6/22/1992

Active

Patent

Europe

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

XX0000000

10/16/2002

98302223.7

03/24/1998

Active

Patent

Europe

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

EP0614023

5/21/1997

94301526.3

3/3/1994

Active

Patent

Europe

Warner Electric Technology Inc.

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

12/11/1996

94301484.5

3/2/1994

Active

Patent

Europe

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

3/15/1995

94306652.2

9/9/1994

Active

Patent

Europe

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

Europe

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Europe

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

France

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

France

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

05/03/2006

09109241.0

02/14/2001

Active

Patent

France

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

France

Warner Electric Technology Inc.

CLUTCH BRAKE ASSEMBLY

2727485

07/17/1998

9514181

011/30/1995

Active

Patent

France

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

3/29/1995

94306356.0

8/30/1994

Active

Patent

France

Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

9/3/1997

93310365.7

12/21/1993

Active

Patent

France

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

92309229.0

10/9/1992

Active

Patent

France

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.

9106536

1/20/1995

9106536

5/30/1991

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

France

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378

12/10/1990

Active

Patent

France

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

1/18/1995

92305695.6

6/22/1992

Active

Patent

France

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

XX0000000

10/16/2002

98302223.7

03/24/1998

Active

Patent

France

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

EP0614023

5/21/1997

94301526.3

3/3/1994

Active

Patent

France

Warner Electric Technology Inc.

SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

9902452

12/22/2000

9902452

2/26/1999

Active

Patent

France

Warner Electric Technology Inc.

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

12/11/1996

94301484.5

3/2/1994

Active

Patent

France

Warner Electric Technology Inc.

UNIDAMP ARMATURE

9103732

2/10/1995

9103732

3/27/1991

Active

Patent

France

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

3/15/1995

94306652.2

9/9/1994

Active

patent

France

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Patent

France

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

France

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Germany

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

Germany

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

05/03/2006

09109241.0

02/14/2001

Active

Patent

Germany

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

Germany

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

3/29/1995

94306356.0

8/30/1994

Active

Patent

Germany

Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

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93310365.7

12/21/1993

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

69211088.7

10/9/1992

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME

G9106611.5

10/24/1991

G9106611.5

5/29/1991

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378.3

12/10/1990

Active

Patent

Germany

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

1/18/1995

69201221.4

6/22/1992

Active

Patent

Germany

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

XX0000000

10/16/2002

98302223.7

03/14/1998

Active

Patent

Germany

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

EP0614023

5/21/1997

94301526.3

3/3/1994

Active

Patent

Germany

Warner Electric Technology Inc.

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

12/11/1996

69401077.4

3/2/1994

Active

Patent

Germany

Warner Electric Technology Inc.

UNIDAMP ARMATURE

P4108975.8-12

01/30/2003

P4108975.8

03/19/1991

Active

Patent

Germany

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

3/15/1995

94306652.2

9/9/1994

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME

4,117,614

3/3/2005

P4117614.6

5/29/1991

Active

Patent

Germany

Warner Electric Technology Inc.

UNIDAMP ARMATURE

G9103369.1

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G9103369.1

3/19/1991

Active

patent

Germany

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

Germany

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

Germany

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Xxxxxx

Xxxxxx Electric Technology Inc.

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

152,385

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10/20/2002

Active

Patent

Xxxxxx

Xxxxxx Electric Technology Inc.

IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH

95688

11/19/1992

95688

9/14/1990

Active

Patent

Xxxxxx

Xxxxxx Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

107584

11/12/1993

107584

11/12/1993

Active

Patent

Italy

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

Italy

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

92309229.0

10/9/1992

Active

Patent

Italy

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378

12/10/1990

Active

Patent

Italy

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

XX0000000

10/16/2002

98302223.7

03/24/1998

Active

patent

Italy

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Patent

Italy

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

Italy

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

Italy

Warner Electric Technology Inc.

UNIDAMP ARMATURE

1,244,554

7/15/1994

RM91A000202

3/27/1991

Active

Patent

Italy

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Japan

Warner Electric Technology Inc.

CLUTCH BRAKE ASSEMBLY

3,723,872

09/30/2005

329,410/95

11/27/1995

Active

Patent

Japan

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

3,507,954

1/9/2004

288,154/92

10/05/1992

Active

Patent

Japan

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC

2761413

3/20/1998

275764/89

10/23/1989

Active

Patent

Japan

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

3,966,368

08/29/2007

227,370/94

08/30/1994

Active

Patent

Japan

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

3316595

06/14/2002

191,371/92

06/26/1992

Active

Patent

Japan

Warner Electric Technology Inc.

ELECTROMAGNETIC SYNCHRONIZING AND SHIFTING CLUTCH — ESS

3,433,269

5/30/2003

343,834/91

10/28/1991

Active

Patent

Japan

Warner Electric Technology Inc.

UNIDAMP ARMATURE

3074398

06/09/2000

133666/91

03/28/1991

Active

Patent

Japan

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

3,820,554

6/30/2006

2004-14,295

1/22/2004

Active

Patent

Japan

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

3,538,848

4/2/2004

19425/93

1/13/1993

Active

Patent

Malaysia

Warner Electric Technology LLC

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

MY-117,623-A

7/31/2004

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04/20/2001

Active

Patent

Mexico

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

232,309

11/23./2005

PA/a/2001/010462

10/16/2001

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

Mexico

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

238,848

07/24/2006

PA/A/2005/007753

7/21/2005

Active

Patent

Singapore

Warner Electric Technology Inc.

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

92,564

02/28/2005

200206523-3

04/19/2001

Active

Patent

Singapore

Warner Electric Technology Inc.

FORMLOCK SHOES WITH FLATS

52,991

04/30/2004

9702069-7

06/27/1997

Active

Patent

Singapore

Warner Electric Technology Inc.

Liquid Cooled Brake assembley

141,736

8/31/2009

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4/11/2008

Active

Patent

South Korea

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

828,851

05/02/2008

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10/29/2001

Active

Patent

South Korea

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

232799

9/8/1999

18665/1992

10/10/1992

Active

Patent

South Korea

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

530,579

11/16/2005

15334/1999

4/29/1999

Active

Patent

South Korea

Warner Electric Technology Inc.

SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

519,028

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6203/1999

2/25/1999

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Patent

South Korea

Warner Electric Technology Inc.

SUPPORTING HUB FOR CLUTCH AND PUMP ASSEMBLY

323,800

1/25/2002

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11/8/1993

Active

Patent

South Korea

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

215,247

5/21/1999

11273/1992

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Active

Patent

South Korea

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

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Active

Patent

Spain

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

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Active

Patent

Spain

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

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Active

Patent

Taiwan

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

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Turkey

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ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

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Active

Patent

United Kingdom

Warner Electric Technology LLC

Rotational Coupling Device

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Active

Patent

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Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

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Active

Patent

United Kingdom

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ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

CLUTCH BRAKE ASSEMBLY

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Active

Patent

United Kingdom

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HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

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Active

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Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

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Active

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ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

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Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME

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Active

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ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

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Patent

United Kingdom

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IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH

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United Kingdom

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

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Active

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Registration /

Application

IP Type

Jurisdiction

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Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

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Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

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United Kingdom

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

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5/21/1997

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SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

2,339,861

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United Kingdom

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SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

UNIDAMP ARMATURE

2243195

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9106125.9

3/22/1991

Active

Patent

United Kingdom

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

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94306652.2

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Active

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United Kingdom

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

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99303330.7

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0713026

3/28/2001

95203457.7

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

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93309865.9

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Patent Appl.

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AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)

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FIELD ASSEMBLY FOR AN ELECTROMAGNET

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ELECTROMAGNETIC SYNCHRONIZING AND SHIFTING CLUTCH — ESS

5,052,534

10/1/1991

07/605,517

10/30/1990

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Warner Electric Technology LLC

LOW COST SPRAG RETAINER

5,070,976

12/10/1991

07/634,903

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Warner Electric Technology LLC

DIGITAL CONTROL SYSTEM FOR ELECTROMAGNETIC CLUTCH

5,094,332

3/10/1992

07/664,075

12/31/1990

Active

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Warner Electric Technology LLC

ELECTROMAGNETIC COUPLING ARMATURE ASSEMBLY WITH FLUX ISOLATOR SPRINGS

5,119,915

6/9/1992

07/700,439

5/15/1991

Active

Patent

USA

Warner Electric Technology LLC

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

5,125,255

6/30/1992

07/721,972

6/27/1991

Active

Patent

USA

Warner Electric Technology LLC

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

5,119,918

6/9/1992

07/774,92

10/11/1991

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Patent

USA

Ameridrives International, LLC

Driveshaft with slip joint seal

5,230,658

07/27/1993

07/864,307

04/06/1992

Active

Patent

USA

XX Xxxxx Enterprises, Inc.

Shaft Mountable Bushing and Hub for Industrail xxxx transmission

5304101

4/19/1994

07/919223

7/27/1992

Active

Patent

USA

Warner Electric Technology LLC

SPLIT TUBE HAVING RETAINABLE ENDS

5,280,829

1/25/1994

07/931,638

8/18/1992

Active

Patent

USA

Warner Electric Technology LLC

SUPPORTING HUB FOR CLUTCH AND PUMP ASSEMBLY

5,310,034

5/10/1994

07/973,291

11/9/1992

Active

Patent

USA

Warner Electric Technology LLC

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

5,337,869

8/16/1994

07/991,021

12/15/1992

Active

Patent

USA

Warner Electric Technology LLC

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

5,285,882

2/15/1994

07/996,122

12/23/1992

Active

Patent

USA

Warner Electric Technology LLC

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

5,372,228

12/13/1994

08/026,499

3/4/1993

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

USA

Warner Electric Technology LLC

ROTOR FOR ELECTROMAGNETIC COUPLING

5,305,865

4/26/1994

08/026,995

3/5/1993

Active

Patent

USA

Warner Electric Technology LLC

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

5,445,259

8/29/1995

08/114,320

8/30/1993

Active

Patent

USA

Warner Electric Technology LLC

UNIDRIVE ARMATURE HUB

5,370,209

12/6/1994

08/119,729

9/10/1993

Active

Patent

USA

Warner Electric Technology LLC

CLUTCH BRAKE ASSEMBLY

5,549,186

8/27/1996

08/346,622

11/30/1994

Active

Patent

USA

XX Xxxxx Enterprises, Inc.

Flexible Coupling with End Stress Relief Structure

5611732

3/18/1997

08/512,137

8/7/1995

Active

Patent

USA

Warner Electric Technology LLC

METHOD OF MANUFACTURING A COMPONENT FOR AN ELECTROMAGNETIC FRICTION CLUTCHASSEMBLY

5,708,955

1/13/1998

08/558,906

11/16/1995

Active

Patent

USA

Ameridrives International, LLC

Driveshaft with sealed slip joint seal

5,655,968

08/12/1997

08/646,202

05/07/1996

Active

Patent

USA

Warner Electric Technology LLC

FORMLOCK SHOES WITH FLATS

5,865,284

2/2/1999

08/666,068

6/21/1996

Active

Patent

USA

Warner Electric Technology LLC

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

5,920,981

7/13/1999

08/823,990

3/25/1997

Active

Patent

USA

Warner Electric Technology LLC

SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

6,194,803

2/27/2001

09/032,572

2/27/1998

Active

Patent

USA

Warner Electric Technology LLC

MAG STOP CLUTCH WITH CENTER POLE

5,971,121

10/26/1999

09/070,068

4/30/1998

Active

Patent

USA

Warner Electric Technology LLC

ARMATURE FOR A SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

6,364,084

4/2/2002

09/515779

2/29/2000

Active

Patent

USA

Warner Electric Technology LLC

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

6,257,388

7/10/2001

09/556510

4/24/2000

Active

Patent

USA

Warner Electric Technology LLC

METHOD FOR MAKING AN ARMATURTE ASSEMBLEY

6,591,477

7/7/2003

09/684,117

10/06/2000

Active

Patent

USA

Xxxx Corporation

ARMATURE FOR A SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

6,557,236

05/06/2003

10/027,095

12/20/2001

Active

Patent

USA

Warner Electric LLC

Electromechanical screw drive actuator

6,927,513

8/9/2005

10/609,883

6/30/2003

Active

Patent

USA

Warner Electric Technology LLC

IMPROVED DRIVE ASSEMBLY WITH LIGHTWEIGHT BACKSTOPPPING CLUTCH

7,261,196

08/28/2007

11/064, 611

02/24/05

Active

Patent

USA

Warner Electric Technology LLC

Rotational Coupling Device

11/150670

6/10/2005

Active

Patent

USA

Warner Electric Technology LLC

Rotational Coupling Device

7,493,996

2/24/2009

11/150671

6/10/2005

Active

Patent

USA

XX Xxxxx Enterprises, Inc.

Flexible Coupling Device

7,390,265

6/24/2008

11/256,463

10/21/2005

Active

Patent

USA

Warner Electric Technology LLC

BALANCED FLOW COOLING WATER JACKET

7,374,027

5/20/2008

11/263,394

10/31/2005

Active

Patent

USA

Warner Electric Technology LLC

Liquid Cooled Brake assembley

7,591,349

9/22/2009

11/263,399

10/31/2005

Active

Patent

USA

Warner Electric Technology LLC

Rotational Coupling Device

7,527,134

5/5/2009

11/278,448

4/3/2006

Active

Patent

USA

Warner Electric Technology LLC

Automatically released bi-directional overunning clutch

7,389,863

6/24/2008

11/341,763

01/27/2006

Active

Patent

USA

Warner Electric Technology LLC

AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)

11/670,698

2/2/2007

Active

Patent

USA

Warner Electric Technology LLC

Torque Arm Assembly for a Backstopping Clutch

11/743,894

5/3/2007

Active

Patent

USA

Warner Electric Technology LLC

Overrunning Clutch

11/750,733

5/18/2007

Active

Patent

USA

Warner Electric Technology LLC

Sparag Retainer for OVERRUNNING CLUTCH

11/871,542

10/12/2007

Active

Patent

USA

Warner Electric Technology LLC

BALANCED FLOW COOLING WATER JACKET

12/016,504

1/18/2008

Active

Patent

USA

Warner Electric Technology LLC

Rotational Coupling Device

12/048,638

3/14/2008

Active

Patent

USA

Warner Electric Technology LLC

DUAL ACTUATOR FRICTION BRAKE ASSEMBLY

7,556,128

7/7/2009

11/263,395

10/31/2005

Active

Patent Appl.

USA

Warner Electric Technology LLC

“Dual Actuator Friction Brake Assembly”

12/364,116

2/2/2009

Pending

Patent Appl.

USA

Warner Electric Technology LLC

Rotational Coupling Device

11/150027

6/10/2005

Pending

Patent Appl.

USA

Xxxxxx Manufacturing Corporation

Bearing assembly for a steering assembly

7,637,667

12/29/2009

11/773,715

7/5/2007

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent Appl.

USA

Warner Electric Technology LLC

Rotational Coupling Device With Sealed Key

12/124,699

5/21/2008

Pending

Patent Appl.

USA

Warner Electric Technology LLC

“Safety Control for Release of Backstopping Clutch”

12/175,995

07/18/2008

Pending

Patent Appl.

USA

Warner Electric Technology LLC

[*]

[*]

[*]

[*]

Patent Appl.

USA

Warner Electric Technology LLC

[*]

[*]

[*]

[*]

NOTES:

Warner Electric Technology, Inc.
A number of patents and trademarks owned by Warner Electric Technology LLC remain in the former name (Warner Electric Technology, Inc.) of the company on the records of various foreign patent and trademark offices. Efforts to record the change in name are in progress with respect to some of the patents and trademarks. For others, a conscious decision was made to hold off on recordation pending some other action relating to the property (e.g., the next renewal of a trademark registration). For yet others, a decision was made not to record the change in name in view of a decision to allow various registrations or patents to lapse).

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

TM

Argentina

Warner Electric Technology Inc.

WICIHITA & Desgn (stylized)

1,970,585

02/16/2004

2472032

10/29/2003

Active

TM

Argentina

XX Xxxxx Enterprises, Inc.

Dura-Flex

1,783,301

3/27/2000

2,066,443

1/23/1997

Active

TM

Australia

Boston Gear LLC

BOSTON GEAR

522543

11/6/1989

11/06/1989

Active

TM

Australia

Warner Electric Technology Inc.

XXXXXXX

000000

06/29/1993

564784

10/03/1991

Active

TM

Australia

Warner Electric Technology Inc.

WICHITA

640944

08/05/1996

640944

09/16/1994

Active

TM

Australia

Warner Electric Technology LLC

WARNER LINEAR

1,125,414

7/21/2006

1125414

7/21/2006

Active

TM

Australia

Altra Industrial Motion, Inc.

A&Design

1185473

07/03/2007

1185473

07/03/2007

Active

TM

Australia

XX Xxxxx Enterprises, Inc.

Sure-Flex & Design (stylized)

B375,472

5/13/1982

B375,472

5/13/1982

Active

TM

Austria

Warner Electric Technology LLC

WARNER

36391

04/13/1957

AM 2025/56

10/24/1956

Active

TM

Austria

Warner Electric Technology Inc.

WARNER ELECTRIC AND BACKGROUND DESIGN

50589

07/19/1963

AM 760/63

03/26/1963

Active

TM

Benelux

Warner Electric Technology LLC

FORMSPRAG

15729

01/21/1971

248

01/21/1971

Active

TM

Benelux

Warner Electric Technology LLC

XXXXXXX

000000

10/21/1991

770814

Active

TM

Benelux

Warner Electric Technology LLC

WARNER

42990

01/12/1972

6207

06/15/1971

Active

TM

Benelux

Warner Electric Technology Inc.

WARNER ELECTRIC AND BACKGROUND DESIGN

44210

06/28/1971

6777

06/28/1971

Active

TM

Benelux

Warner Electric Technology LLC

XXXXXXX

00000

09/20/1971

12065

09/20/1971

Active

TM

Benelux

XX Xxxxx Enterprises, Inc.

Sure-Flex

0316801

10/20/1972

0316801

10/20/1972

Active

TM

Brazil

Warner Electric Technology Inc.

FORMSPRAG

770219144

04/20/1982

X

08/12/1997

Active

TM

Brazil

Warner Electric Technology Inc.

WARNER ELECTRIC AND BACKGROUND DESIGN

007069901

02/25/1980

9738/M-72

06/14/1972

Active

TM

Brazil

Warner Electric Technology LLC

WICHITA

006788939

10/10/1978

21912

08/12/1971

Active

TM

Brazil

XX Xxxxx Inc.

Sure-Flex

810,942,631

3/19/1985

810,942,631

8/23/1982

Active

TM Appl.

Brazil

Formsprag LLC

Cebmag

829.095.985

4/13/2007

Pending

TM

Brazil

Formsprag LLC

Cecon

829.095.993

10/6/2009

829.095.993

4/13/2007

Pending

TM

Brazil

Formsprag LLC

Marland

829.096.000

10/6/2009

829.096.000

4/13/2007

Pending

TM Appl.

Brazil

Altra Industrial Motion, Inc.

A&Design

829278044

07/31/2007

Pending

TM Appl.

Brazil

Formsprag LLC

BC MA

901417858

1/22/2009

Pending

TM Appl.

Canada

Altra Industrial Motion, Inc.

A & Design

1374252

11/30/2007

Pending

TM

Canada

Boston Gear LLC

BEAR-N-BRONZ & Design

TMA116839

02/05/1960

252099

07/23/1959

Active

TM

Canada

Boston Gear LLC

BG & Design

TMA116836

02/05/1960

252095

07/23/1959

Active

TM

Canada

Boston Gear LLC

XXXX-XXXXX

TMA118130

05/20/1960

252100

07/23/1959

Active

TM

Canada

Boston Gear LLC

BOSTON GEAR & Design

TMA172185

10/23/1970

318048

11/29/1968

Active

TM

Canada

Warner Electric Technology LLC

FORMSPRAG

TMA108144

09/27/1957

0239971

03/21/1957

Active

TM

Canada

Warner Electric Technology Inc.

XXXXXX KOOL

TMA568894

10/06/2002

1001794

01/12/1999

Active

TM

Canada

Boston Gear LLC

RATIO MOTOR

UCA6161

06/18/1936

168466

06/18/1936

Active

TM

Canada

Boston Gear LLC

RATIO PAX

XXX000000

7/4/1975

374799

05/01/1974

Active

TM

Canada

Boston Gear LLC

RIGHT-90

TMA143118

12/17/1965

288461

04/01/1965

Active

TM

Canada

Warner Electric Technology LLC

WARNER

UCA50550

04/20/1954

0224428

04/20/1954

Active

TM

Canada

Warner Electric Technology LLC

WARNER ELECTRIC

TMA-134253

01/17/1964

277382

08/19/1963

Active

TM

Canada

Warner Electric Technology LLC

WICHITA

TMA120129

09/19/1958

247460

09/19/1958

Active

TM

Canada

American Enterprises MPT L.P.

AMERICAN

UCA0045654

06/11/1952

215415

06/11/1952

Active

TM

Canada

American Enterprises MPT L.P.

AMERIGEAR

UCA0043128

06/11/1952

215414

06/11/1952

Active

TM

Canada

Warner Electric Technology LLC

SHEAVE-GRIP

TMA728275

11/13/2008

1,176,042

4/28/2003

Active

TM

Canada

Boston Gear LLC

CENTRIC

TMA324230

02/27/1987

562625

05/13/1986

Active

TM

Canada

Xxxxxx Manufacturing Corporation

XXXXXX

TMA 354757

4/21/1989

608151

5/27/1998

Active

TM

Canada

Warner Electric Technology LLC

GFR

TMA492416

4/16/1998

845220

5/15/1997

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

TM

Canada

Warner Electric Technology LLC

WARNER LINEAR

TMA774,406

7/30/2009

1310145

7/21/2006

Active

TM

Canada

XX Xxxxx Enterprises, Inc.

Formflex

TMA215307

8/13/1976

352,690

4/26/1972

Active

TM

Canada

XX Xxxxx Enterprises, Inc.

Speedlign

TMA665,131

5/29/2006

1,223,603

7/14/2004

Active

TM

Canada

XX Xxxxx Enterprises, Inc.

Sure-Flex

XXX000000

3/1/1991

645,519

11/23/1989

Active

TM

Canada

XX Xxxxx Enterprises, Inc.

Qt Power Chain

TMA623,038

10/20/2004

1,157,003

10/25/2002

Active

TM

Canada

XX Xxxxx Enterprises, Inc.

Xxxxx@Work

TMA626,975

11/29/2004

1,157,004

10/25/2002

Active

TM

Canada

Xxxx Corp.

Disc-O-Torque

TMA171577

9/25/1970

325923

9/16/1969

Active

TM Appl.

Canada

XX Xxxxx Enterprises, Inc.

G-Flex

1406538

8/7/2008

Pending

TM

Chile

Warner Electric Technology Inc.

WICHITA

543319

06/25/1999

435364

12/14/1998

Active

TM

China

Warner Electric Technology Inc.

FORMSPRAG

520390

05/30/1990

8927113

Active

TM

China

Warner Electric Technology Inc.

WICHITA

520391

05/30/1990

8927115

08/08/1989

Active

TM

China

Warner Electric Technology LLC

WARNER LINEAR

5,655,144

9/7/2009

5655144

10/12/2006

Active

TM

Colombia

Warner Electric Technology Inc.

WICHITA

121609

02/26/1987

92.355.818

08/19/1983

Active

TM

Europe (CTM)

XX Xxxxx Inc.

Dura-Flex

507277

10/2/2000

507.277

4/2/1997

Active

TM Appl.

Europe (CTM)

Altra Industrial Motion, Inc.

A&Design

006067953

05/16/2008

006067953

07/04/2007

Active

TM

Europe (CTM)

Warner Electric Technology LLC

WARNER LINEAR

5,214,648

5/11/2007

5214648

7/21/2006

Active

TM

Finland

Warner Electric Technology Inc.

MAGNUM

111882

05/20/1991

T198601641

04/24/1986

Active

TM

Finland

Warner Electric Technology LLC

MISTRAL

TM 142083

01/22/1996

T199104906

10/16/1991

Active

TM

Finland

Warner Electric Technology Inc.

MAXIM

TM 110492

02/05/1991

T198601642

04/24/1986

Active

TM

France

Boston Gear LLC

BOSTON

1624494

04/12/1991

INPI121128

04/13/1989

Active

TM

France

Boston Gear LLC

BOSTON GEAR

1624493

04/12/1991

INPI121227

04/03/1989

Active

TM

France

Warner Electric Technology LLC

FORMSPRAG

1197077

03/10/1972

622349

Active

TM

France

Warner Electric Technology Inc.

MISTRAL

1700743

10/22/1991

Active

TM

France

Warner Electric Technology LLC

WARNER ELECTRIC

1547742

08/01/1968

940649

Active

TM

France

Warner Electric Technology Inc.

WARNER & Design

1,230,455

04/18/1958

Active

TM

France

Warner Electric Technology Inc.

WICHITA

1248360

09/19/1958

1248360

Active

TM

France

XX Xxxxx Enterprises, Inc.

Speedlign

1,286,266

6/19/1974

717,131

6/19/1974

Active

TM

France

XX Xxxxx Enterprises, Inc.

Sure-Flex

023196347

11/27/2002

023196347

11/27/2002

Active

TM

Germany

Warner Electric Technology LLC

FORMSPRAG

708841

11/28/1957

708 841/7 (F 7773)

04/02/1957

Active

TM

Germany

Warner Electric Technology LLC

FORMSPRAG PCE

998923

03/07/1980

D34116/7WZ

06/07/1979

Active

TM

Germany

Warner Electric Technology LLC

XXXXXX KOOL

1,039,311

10/06/1982

D36687/7

10/08/1981

Active

TM

Germany

Warner Electric Technology LLC

MISTRAL

2025422

11/30/1992

T32561

10/19/1991

Active

TM

Germany

Warner Electric Technology Inc.

XXXXXXX

39511829.8

02/05/1996

X

03/16/1995

Active

TM

Germany

Warner Electric Technology LLC

XXXXXXX HEIDELBERG

784371

02/24/1964

ST06038

03/29/1963

Active

TM

Germany

Warner Electric Technology Inc.

WARNER & Design

674860

04/22/1955

W04058

05/27/1953

Active

TM

Germany

Warner Electric Technology LLC

WARNER ELECTRIC

39552705.8

12/12/1996

39552705.8

12/27/1995

Active

TM

Germany

XX Xxxxx Enterprises, Inc.

Form-Flex

1,053,953

9/16/1991

1,053,953

9/16/1991

Active

TM

Germany

XX Xxxxx Enterprises, Inc.

Speedlign

935,511

9/17/1975

M39270

6/10/1974

Active

TM

Germany

XX Xxxxx Enterprises, Inc.

SureFlex

926,107

12/17/1974

W24959

5/4/1973

Active

TM

Germany

Warner Electric Technology LLC

GFR

39,333,006

12/9/1997

39333006.5

7/14/1997

Active

TM

Germany

Warner Electric Technology LLC

GFR

39,807,235

3/27/1998

39807235.3

2/11/1998

Active

TM

Great Britain

XX Xxxxx Enterprises, Inc.

SureFlex

B998,327

9/13/1972

B998,327

9/13/1972

Active

TM

Great Britain

XX Xxxxx Enterprises, Inc.

Dura-Flex

1,105,120

11/22/1978

1105120

11/22/1978

Active

TM

Great Britain

XX Xxxxx Enterprises, Inc.

Speedlign

1,029,397

5/13/1974

1,029,397

5/13/1974

Active

TM

Hong Kong

Warner Electric Technology LLC

WARNER LINEAR

300685206

7/21/2006

300685206

7/21/2006

Active

TM

Hong Kong

Altra Industrial Motion, Inc.

A&Design

300906066

07/05/2007

300906066

07/05/2007

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

TM

India

Warner Electric Technology LLC

FORMSPRAG

694707

05/11/2005

694707

01/17/1996

Active

TM

India

Warner Electric Technology Inc.

XXXXXXX

662847

04/19/1995

04/19/1995

Active

TM

India

Xxxx Corporation

WARNER ELECTRIC

672106

06/06/1996

07/06/1995

Active

TM

India

Warner Electric Technology LLC

WICHITA

694708

01/09/2004

694708

01/17/1996

Active

TM Appl.

India

Altra Industrial Motion, Inc.

A&Design

1584305

07/25/2007

Pending

TM

Xxxxxx

Xxxxxx Electric Technology Inc.

XXXXXXX

00000

06/09/1988

57106

09/07/1983

Active

TM

Italy

Warner Electric Technology Inc.

FORMSPRAG

781,460

05/27/1958

X

04/23/1957

Active

TM

Italy

Warner Electric Technology Inc.

WARNER

1,075,774

11/26/1976

X

03/20/1973

Active

TM

Italy

Warner Electric Technology Inc.

WARNER ELECTRIC AND BACKGROUND DESIGN

454836

11/12/1966

X

03/26/1963

Active

TM

Italy

Warner Electric Technology Inc.

WICHITA

847,574

11/19/1959

RM98C004872

10/13/1958

Active

TM

Italy

XX Xxxxx Inc.

Sure-Flex

1037180

9/25/1974

MI2003002784

9/25/1992

Active

TM

Japan

Warner Electric Technology LLC

FORMSPRAG

1169444

11/06/1975

127386/1971

11/24/1971

Active

TM

Japan

Warner Electric Technology LLC

FORMSPRAG

4018891

06/27/1997

135207/1995

12/28/1995

Active

TM

Japan

Warner Electric Technology LLC

XXXXXX KOOL

1759530

04/23/1985

84256/1981

10/08/1981

Active

TM

Japan

Warner Electric Technology LLC

MISTRAL

4033376

07/25/1997

100751/1991

09/27/1991

Active

TM

Japan

Warner Electric Technology LLC

PCE

1551186

11/26/1982

85449/1978

11/22/1978

Active

TM

Japan

Warner Electric Technology LLC

XXXXXXX

4109923

02/06/1998

14030/95

02/17/1995

Active

TM

Japan

Warner Electric Technology LLC

WARNER

452198

09/28/1954

564/1954

01/13/1954

Active

TM

Japan

Warner Electric Technology LLC

WARNER ELECTRIC

1719848

10/31/1984

91915/1981

11/02/1981

Active

TM

Japan

Warner Electric Technology LLC

WARNER ELECTRIC

2294610

01/31/1991

91914/81

11/02/1981

Active

TM

Japan

Warner Electric Technology LLC

WICHITA

2246130

07/30/1990

34043/77

05/19/1977

Active

TM

Japan

Warner Electric Technology Inc.

MAXIM

2,477,,826

11/30/92

40400/1986

04/18/1986

Active

TM

Japan

Altra Industrial Motion, Inc.

A&Design

5126277

04/04/2008

2007-075745

07/05/2007

Active

TM

Japan

XX Xxxxx Enterprises, Inc.

Sure-Flex

1,923,250

12/24/1986

40,343/1982

5/12/1982

Active

TM

Japan

XX Xxxxx Enterprises, Inc.

SureFlex and Katakana

1,740,974

1/23/1995

7-700836

1/13/1995

Active

TM

Japan

XX Xxxxx Enterprises, Inc.

Dura-Flex

4,166,483

7/10/1998

27318/97

3/17/1997

Active

TM

Japan

XX Xxxxx Inc.

Form-Flex

1,975,830

8/19/1987

41,517/85

8/19/1987

Active

TM

Malaysia

Warner Electric Technology Inc.

XXXXXXX

95/02683

03/28/2000

95/02683

03/28/1995

Active

TM

Mexico

IMO Industries Inc.

BOSTON GEAR

473663

9/15/1994

161734

02/26/1993

Active

TM

Mexico

IMO Industries Inc.

BOSTON GEAR

658794

3/24/2000

161733

02/26/1993

Active

TM

Mexico

Warner Electric Technology LLC

FORMSPRAG

205855

09/02/1997

114172

06/22/1997

Active

TM

Mexico

Warner Electric Technology LLC

WARNER

92550

04/14/1958

76668

01/29/1957

Active

TM

Mexico

Warner Electric Technology LLC

WARNER ELECTRIC AND BACKGROUND DESIGN

115936

01/01/1964

109532

03/04/1963

Active

TM

Mexico

Warner Electric Technology Inc.

XXXXXXX

00000

12/09/1958

84314

09/06/1958

Active

TM

Mexico

Warner Electric Technology Inc.

SHEAVE-GRIP

786,246

03/31/2003

590,675

03/04/2003

Active

TM

Mexico

Warner Electric Technology LLC

WARNER LINEAR

1,060,801

7/17/2008

796,858

7/28/2006

Active

TM

Mexico

Altra Industrial Motion, Inc.

A&Design

1053502

08/12/2008

873655

08/07/2007

Active

TM

Mexico

Xxxxxxx Power Transmission Corp.

GFR

631,573

10/29/1999

302944

07/30/1997

Active

TM

Mexico

XX Xxxxx Enterprises, Inc.

Dura-Flex

552,086

6/26/1997

297,615

6/9/1997

Active

TM

Mexico

XX Xxxxx Enterprises, Inc.

Qt Power Chain

818826

1/26/2004

573133

10/20/2002

Active

TM

Mexico

XX Xxxxx Enterprises, Inc.

Xxxxx@Work

904275

10/24/2005

573134

10/30/2002

Active

TM

Mexico

XX Xxxxx Enterprises, Inc.

Speedlign

896028

8/23/2005

666,531

7/14/2004

Active

TM Appl.

Mexico

XX Xxxxx Enterprises, Inc.

G-Flex

1,120,117

9/10/2009

953824

8/11/2008

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Unregistered TM

n/a

Warner Electric LLC

Bear Rugged-Mobile Tough

n/a

n/a

n/a

n/a

n/a

Unregistered TM

n/a

Warner Electric LLC

BearTrac

n/a

n/a

n/a

n/a

n/a

Unregistered TM

n/a

Warner Electric LLC

Kodiak

n/a

n/a

n/a

n/a

n/a

TM

Peru

Warner Electric Technology LLC

XXXXXXX

00000

04/27/1999

75634

12/11/1998

Active

TM

Singapore

Warner Electric Technology Inc.

WARNER ELECTRIC AND BACKGROUND DESIGN

T82/01188Z

03/07/1988

T82/01188Z

03/09/1982

Active

TM

Singapore

Warner Electric Technology LLC

WARNER LINEAR

T06/20041C

9/26/2006

T06/20041C

9/26/2006

Active

TM

Singapore

Altra Industrial Motion, Inc.

A&Design

T07/15070C

07/06/2007

T0715070C

07/06/2007

Active

TM

Singapore

XX Xxxxx Enterprises, Inc.

SureFlex

T82/02556B

5/21/1982

2556/82

5/21/1982

Active

TM

South Africa

Warner Electric Technology Inc.

WICHITA

81/6897

09/17/1981

81/6897

09/17/1981

Active

TM Appl.

South Africa

Altra Industrial Motion, Inc.

A&Design

2007/14502

07/05/2007

Pending

TM Appl.

South Africa

Formsprag LLC

Marland

2009/17809

9/11/2009

Pending

TM

South Korea

Warner Electric Technology LLC

WARNER ELECTRIC AND BACKGROUND DESIGN

84202

09/30/1982

1982-0000088

01/07/1982

Active

TM

South Korea

Warner Electric Technology LLC

WARNER ELECTRIC AND BACKGROUND DESIGN

85916

11/23/1982

1982-0000086

01/07/1982

Active

TM

South Korea

Warner Electric Technology LLC

XXXXXXX

000000

01/08/1985

1983-0011882

08/23/1983

Active

TM

South Korea

Warner Electric Technology LLC

WARNER LINEAR

00-0000000

8/7/2007

40-2006-0051431

10/12/2006

Active

TM

South Korea

Altra Industrial Motion, Inc.

A&Design

00-0000000

01/08/2009

40-2007-0039600

07/25/2007

Active

TM

South Korea

XX Xxxxx Enterprises, Inc.

Form-Flex

140,855

5/25/1987

7981/1986

5/25/1997

Active

TM

Spain

Warner Electric Technology LLC

FORMSPRAG

2006258(3)

07/05/1996

2006258(3)

Active

TM

Spain

Warner Electric Technology Inc.

XXXXXX KOOL & Design

1662162

06/05/1992

1662161

10/17/1991

Active

TM

Spain

Warner Electric Technology LLC

MAGNUM

1,142,629

10/02/1989

04/11/1986

Active

TM

Spain

Warner Electric Technology LLC

WARNER ELECTRIC

2010756

10/27/1997

2010756

02/07/1996

Active

TM

Spain

Warner Electric Technology Inc.

WICHITA

1045719

04/05/1984

1045719

08/30/1983

Active

TM

Sweden

Warner Electric Technology LLC

FORMSPRAG

83978

12/20/1957

Active

TM

Sweden

Warner Electric Technology LLC

WARNER ELECTRIC

323081

04/25/1997

95-14891

12/27/1995

Active

TM

Sweden

Warner Electric Technology Inc.

WARNER ELECTRIC AND BACKGROUND DESIGN

109892

05/19/1964

63-01313

03/27/1963

Active

TM

Sweden

Warner Electric Technology Inc.

WICHATA

90967

12/16/1960

3038

09/25/1958

Active

TM

Switzerland

Warner Electric Technology LLC

FORMCHROME

P-412221

10/18/1994

07371/1993.0

05/17/1993

Active

TM

Switzerland

Warner Electric Technology LLC

FORM-LOCK

P-412226

10/18/1994

7378/1993.2

05/17/1993

Active

TM

Switzerland

Warner Electric Technology LLC

FORMSPRAG

P-287755

04/26/1997

01681/1977

04/01/1997

Active

TM

Switzerland

Warner Electric Technology LLC

FORMSPRAG & Design

P-412187

10/14/1994

07373/1993.3

05/17/1993

Active

TM

Switzerland

Warner Electric Technology Inc.

RL

P-414247

01/31/1995

7376/1993.9

05/17/1993

Active

TM

Switzerland

Warner Electric Technology Inc.

WARNER & Design

P-406103

10/11/1993

2801/1993.6

Active

TM

Switzerland

Warner Electric Technology LLC

WARNER ELECTRIC

P-438835

03/27/1997

14050/1995

12/28/1995

Active

TM

Switzerland

Warner Electric Technology LLC

WICHITA & Design

P-300175

10/09/1979

03810/1978

08/17/1978

Active

TM

Switzerland

XX Xxxxx Enterprises, Inc.

Sure-Flex

405,626

9/14/1992

01605/1993

9/14/1992

Active

TM

Taiwan

Warner Electric Technology Inc.

WARNER & Design

192580

10/01/1982

70043208

12/29/1981

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

TM

Taiwan

Warner Electric Technology Inc.

WARNER ELECTRIC AND BACKGROUND DESIGN

64628

06/16/1993

81047228

09/21/1992

Active

TM

Taiwan

Warner Electric Technology Inc.

WICHITA

245903

05/16/1984

(72)52506

12/21/1983

Active

TM

Taiwan

Warner Electric Technology Inc.

WARNER ELECTRIC AND DESIGN

192,580

9/20/2002

Active

TM

Taiwan

Warner Electric Technology LLC

WARNER LINEAR

1,264,315

6/1/2007

095037880

7/24/2006

Active

TM

Taiwan

Altra Industrial Motion, Inc.

A&Design

1310870

05/16/2008

096031868

07/05/2007

Active

TM

Taiwan

XX Xxxxx Inc.

Dura-Flex

807,300

7/1/1998

(86)5713

2/1/1997

Active

TM

Thailand

Warner Electric Technology LLC

WARNER LINEAR

Kor275083

10/26/2006

642919

10/26/2006

Active

TM

Thailand

Altra Industrial Motion, Inc.

A&Design

Kor296763

07/25/2007

668284

07/25/2007

Active

TM

United Kingdom

XX Xxxxx Enterprises, Inc.

SureFlex

B998,327

9/13/1972

B998,327

9/13/1972

Active

TM

United Kingdom

XX Xxxxx Enterprises, Inc.

Dura-Flex

1,105,120

11/22/1978

1105120

11/22/1978

Active

TM

United Kingdom

XX Xxxxx Enterprises, Inc.

Speedlign

1,029,397

5/13/1974

1,029,397

5/13/1974

Active

TM

United Kingdom

Warner Electric Technology LLC

AUTOGAP

795572

09/17/1959

09/17/1959

Active

TM

United Kingdom

Warner Electric Technology Inc.

MAGNUM

879962

05/25/1965

879962

05/25/1965

Active

TM

United Kingdom

Warner Electric Technology Inc.

MAGNUM

1263574

09/15/1989

1263574

03/27/1986

Active

TM

United Kingdom

Warner Electric Technology LLC

MISTRAL

1475775

06/27/1997

09/07/1991

Active

TM

United Kingdom

Warner Electric Technology LLC

WARNER

792664

06/29/1959

792664

Active

TM

United Kingdom

Warner Electric Technology LLC

WARNER

710,641

09/17/1952

710641

07/15/1952

Active

TM

United Kingdom

Warner Electric Technology LLC

WICHITA

2192400

09/29/2000

2192400

03/20/1999

Active

TM

United Kingdom

Warner Electric Technology LLC

WICHATA

783301

10/29/1958

783301

10/29/1958

Active

TM

United Kingdom

Warner Electric Technology Inc.

DURA-FLEX

1,105,120

11/22/78

Active

TM

United Kingdom

Warner Electric Technology Inc.

FORMSPRAG

2380616

6/24/2005

12/17/2004

Active

TM

United Kingdom

Boston Gear LLC

CENTRIC

1259254

1/30/1986

1259254

1/30/1986

Active

TM

USA

Boston Gear LLC

ACE

1771190

5/18/1993

74253998

3/10/1992

Active

TM

USA

Ameridrives International, LLC

AMERICAN

0529539

8/22/1950

71578852

4/29/1949

Active

TM

USA

Ameridrives International, LLC

AMERICARDAN

2,488,262

09/11/01

75621192

01/15/1999

Active

TM

USA

Ameridrives International, LLC

AMERIDISC & Design

0802185

1/18/1966

72219296

5/19/1965

Active

TM

USA

Ameridrives International, LLC

AMERIDRIVES

2168489

6/23/1998

75204229

11/25/1996

Active

TM

USA

Ameridrives International, LLC

AMERIFLEX

1000720

12/31/1974

72444883

1/2/1973

Active

TM

USA

Warner Electric Technology LLC

AUTOGAP

681,746

07/14/1959

72046678

2/26/1958

Active

TM

USA

Boston Gear LLC

BEAR-N-BRONZ

0603829

3/29/1955

71665847

5/6/1954

Active

TM

USA

Boston Gear LLC

BG & Design

0298486

10/25/1932

71327723

6/4/1932

Active

TM

USA

Boston Gear LLC

BOSTRONG & Design

0837074

10/17/1967

72251147

7/27/1966

Active

TM

USA

Boston Gear LLC

XXXX-XXXXX

0547544

9/4/1951

71597836

5/20/1950

Active

TM

USA

Boston Gear LLC

XXXX-XXXXX

0612905

9/27/1955

71677082

11/22/1954

Active

TM

USA

Boston Gear LLC

XXXX-FLEX

1111218

1/16/1979

73163090

3/21/1978

Active

TM

USA

Boston Gear LLC

BOSTON

0522912

3/28/1950

71535926

9/27/1947

Active

TM

USA

Boston Gear LLC

BOSTON & Design

1374572

12/10/1985

73514378

12/19/1984

Active

TM

USA

Boston Gear LLC

BOSTON GEAR

0905805

1/12/1971

72338165

9/17/1969

Active

TM

USA

Boston Gear LLC

BOSTON GEAR

0905846

1/12/1971

72338166

9/17/1969

Active

TM

USA

Boston Gear LLC

BOSTONE

1131198

2/26/1980

73163091

3/21/1978

Active

TM

USA

Formsprag LLC

CEBMAG

1352456

08/06/1985

73513313

12/13/1984

Active

TM

USA

Formsprag LLC

CECON

2871858

08/10/04

78/300,412

09/15/2003

Active

TM

USA

Boston Gear LLC

CENTRIC

1365217

10/15/1985

73434105

7/11/1983

Active

TM

USA

Boston Gear LLC

DCX

1689927

6/2/1992

74151919

3/27/1991

Active

TM

USA

Boston Gear LLC

DCX PLUS

1794125

9/21/1993

74151939

3/27/1991

Active

TM

USA

Xxxxxxx Gear LLC

DELROYD

3025384

12/13/2005

76/586088

4/12/2004

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

TM

USA

Warner Electric Technology LLC

ELECTRO-MODULE

0838675

11/14/1967

72200306

8/20/1964

Active

TM

USA

Warner Electric Technology LLC

ELECTRO-PACK

0741888

12/11/1962

72127440

9/7/1961

Active

TM

USA

Warner Electric Technology LLC

F AND DESIGN

0743735

01/15/1963

72125482

8/7/1961

Active

TM

USA

Warner Electric Technology LLC

FORMCHROME

0867512

04/01/1969

72300576

6/17/1968

Active

TM

USA

Warner Electric Technology LLC

FORM-LOCK

0870852

06/10/1969

72300575

6/17/1968

Active

TM

USA

Warner Electric Technology LLC

FORMSRPAG & Design

0444642

01/15/1952

71510384

10/7/1946

Active

TM

USA

Warner Electric Technology LLC

FORMSPRAG

1216418

11/16/1982

73326809

9/4/1981

Active

TM

USA

Warner Electric Technology LLC

XXXXXX KOOL

1258259

11/22/1983

73334553

10/28/1981

Active

TM

USA

Warner Electric Technology LLC

LLH

1759504

03/23/1993

74303730

8/13/1992

Active

TM

USA

Warner Electric Technology LLC

MAG STOP

1,851,941

08/30/1994

74327472

11/2/1992

Active

TM

USA

Warner Electric Technology LLC

MAGNUM

2,892,316

10/12/2004

76/336,606

11/13/2001

Active

TM

USA

Formsprag LLC

MARLAND

2667819

12/31/2002

76118280

8/28/2000

Active

TM

USA

Warner Electric Technology LLC

MESUR-FIL

0990826

08/13/1974

72464823

8/6/1973

Active

TM

USA

Warner Electric Technology LLC

MISTRAL

2168734

06/30/1998

74240876

1/28/1992

Active

TM

USA

Boston Gear LLC

MOTOR MULTIPLIER

1131648

3/11/1980

73184680

9/5/1978

Active

TM

USA

Xxxxxxx Gear LLC

NGC & Design

3031121

12/20/2005

76/586087

4/12/2004

Active

TM

USA

Xxxxxxx Gear LLC

Xxxxxxx

3031120

12/20/2005

76/586086

4/12/2004

Active

TM

USA

Boston Gear LLC

OPTIMOUNT

0670192

11/25/1958

72046238

2/20/1958

Active

TM

USA

Warner Electric Technology LLC

PCE

1136601

06/03/1980

73193726

11/17/1978

Active

TM

USA

Boston Gear LLC

RATIOPAX

0985828

6/11/1974

72456678

5/7/1973

Active

TM

USA

Boston Gear LLC

RATIOTROL

0743713

1/15/1963

72137450

2/7/1962

Active

TM

USA

Warner Electric Technology LLC

SHEAVE-GRIP

3,085,816

4/25/2006

76/498,191

3/14/2003

Active

TM

USA

Warner Electric Technology LLC

XXXXXXX

0000000

09/28/1993

74038916

3/16/1990

Active

TM

USA

Warner Electric Technology LLC

UNIMODULE

1678062

03/03/1992

74053993

4/30/1990

Active

TM

USA

Warner Electric Technology LLC

WARNER & Design

0527445

07/11/1950

71528385

7/11/1947

Active

TM

USA

Warner Electric Technology LLC

WARNER ELECTRIC

1,026,080

12/02/1975

73035013

10/18/1974

Active

TM

USA

Ameridrives International, LLC

AMERIGEAR

2,951,600

5/17/2005

78/373,119

2/24/2004

Active

TM

USA

Ameridrives International, LLC

THE AMERICAN FULLY CROWNED TOOTH

2980971

5/10/2005

78/373,135

2/24/2004

Active

TM

USA

Boston Gear LLC

POSIVENT

2875347

08/17/2004

76/423,536

06/20/2002

Active

TM

USA

Boston Gear LLC

STABILI SEAL

3,131,135

08/15/2006

78/564,645

02/10/2005

Active

TM

USA

Warner Electric Technology Inc.

WICHITA CLUTCH

3039567

01/10/2006

76/620135

11/12/04

Active

TM

USA

Altra Industrial Motion, Inc.

A&Design

3,146,781

09/19/2006

78/560930

02/04/2005

Active

TM

USA

Warner Electric Technology LLC

AQUAMAKKS

3,490,449

08/19/2008

78/821,282

02/23/2006

Active

TM

USA

Warner Electric Technology LLC

Warner Electric

3,287,916

09/04/2007

78/790,162

01/12/2006

Active

TM

USA

Boston Gear LLC

CENTRIGARD

3,374,068

1/22/2008

78/774,995

12/16/2005

Active

TM

USA

Altra Industrial Motion, Inc.

Altra Industrial Motion

3360155

12/25/2007

76/621069

11/17/2004

Active

TM

USA

Warner Electric Technology LLC

Warner Linear

3,413,352

04/15/2008

78/910,851

06/19/2006

Active

TM

USA

Altra Industrial Motion, Inc.

A-Track

3,263,081

07/10/2007

78/790085

1/12/2006

Active

TM

USA

Xxxxxx Manufacturing Corporation

XXXXXX

1216354

11/16/1982

73277508

9/11/1980

Active

TM

USA

Xxxxxx Manufacturing Corporation

KILROL

2827924

3/30/2004

78213978

2/12/2003

Active

TM

USA

Warner Electric Technology LLC

GFR

3,494,910

9/2/2008

77/247,944

08/06/07

Active

TM

USA

Warner Electric Technology LLC

B-Track

3,609,446

4/21/2009

77/237,461

07/24/2007

Active

TM

USA

XX Xxxxx Enterprises, Inc.

All-Pro

2,165,737

6/16/1998

75/290,731

5/12/1997

Active

TM

USA

XX Xxxxx North Carolina, Inc.

Braketron

1,164,393

8/11/1981

73/254,657

3/19/1980

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Deck & Design (stylized lettering)

1,409,209

9/16/1986

73/581,633

2/7/1986

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

TM

USA

XX Xxxxx Enterprises, Inc.

Disc-O-Torque

859,264

10/29/1968

72/285,224

11/20/1967

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Dura-Flex

1,116,828

4/24/1979

73/158,649

2/13/1978

Active

TM

USA

XX Xxxxx Enterprises, Inc.

First In Couplings

1,361,466

9/24/1985

73/526,310

3/11/1985

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Form-Flex

2,152,362

4/21/1998

75/273,175

4/11/1997

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Xxxxx

2,191,918

9/29/1998

75/251,697

2/28/1997

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Qt Power Chain

2,723,745

6/10/2003

76/403,299

5/2/2002

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Roto-Cam

859,263

10/29/1968

72/285,223

11/20/1967

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Speedlign

2,991,827

9/6/2005

78/350,700

1/12/2004

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Sure Grip (Stylized)

645,415

5/14/1957

71/640,418

1/6/1953

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Sure-Flex

668,649

10/21/1958

72/043,720

1/9/1958

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Sure-Grip

646,423

6/4/1957

71/575,508

3/15/1949

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Sure-Grip

1,109,150

12/19/1978

73/136,699

8/8/1977

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Ultra-V

1,001,969

1/21/1975

73/001,734

10/9/1973

Active

TM

USA

XX Xxxxx Enterprises, Inc.

Ultra-V

1,001,970

1/21/1975

73/003,203

10/10/1973

Active

TM

USA

XX Xxxxx Enterprises, Inc.

W XX Xxxx’x (and design)

2,059,245

5/6/1997

75/107,136

5/20/1996

Active

TM

USA

XX Xxxxx Enterprises, Inc.

G-Flex

3,501,631

9/16/2008

77/397,102.

2/14/2008

Active

TM

USA

Inertia Dynamics, LLC

Unibrake

0809205

05/31/1966

72/219817

05/26/1965

Active

TM Appl.

USA

Xxxxxx Manufacturing Corporation

HI-TECH WORRY BEADS

78/775,032

12/16/2005

Pending

TM Appl.

USA

Formsprag LLC

BC MA

77/649,950

1/15/2009

Pending

Unregistered TM

USA

Inertia Dynamics, LLC

IDI

TM

USA

Warner Electric Technology LLC

WARNER ELECTRIC

0726202

01/09/1962

72105397

9/28/1960

Active

TM

USA

Warner Electric Technology LLC

WICHITA

1565483

11/14/1989

73753251

8/29/1988

Active

TM

Venezuela

Warner Electric Technology Inc.

WICHITA

120263

04/25/1986

7010-83

09/01/1983

Active

TM

Vietnam

Warner Electric Technology Inc.

WARNER

9997

12/11/1993

11808

03/20/1993

Active

NOTES:

American Enterprises MPT L.P.

This entity is the owner of record of a pair of Canadian registrations. The changes in the company’s name from American Enterprises MPT L.P. to Ameridrives International L.P. (on 04/25/1997) and later from Ameridrives International L.P. to Ameridrives International LLC (on 12/21/2005) have not yet been recorded against the registrations.

Xxxx Corporation

This entity is the owner of record of an Indian trademark registration for “WARNER ELECTRIC.” The assignment of the registration from Xxxx Corporation to Warner Electric Technology, Inc. and the subsequent name change from Warner Electric Technology, Inc. to Warner Electric Technology LLC have been submitted for recordation. Xxxx Corporation is also the owner of record of a Canadian trademark registration for “DISC-O-TORQUE” relating to XX Xxxxx. No action has been taken to address the change in ownership of this registration in view of instructions given in 2000 to a prior law firm for XX Xxxxx to allow the registration to lapse (the registration actually remains in force until 2015.

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Xxxxxxx Power Transmission Corp.

This entity is the owner of record on a Mexican registration for “GFR.” Assignments from Xxxxxxx Power Transmission Corp. to Xxxx Holdings GmbH and from Xxxx Holdings GmbH to Warner Electric Technology LLC have been submitted for recordation and the process is ongoing.

IMO Industries, Inc.

This entity is the owner of record on a pair of Mexican registrations for “BOSTON GEAR”. An assignment of the Mexican registrations to Boston Gear LLC is in the process of being recorded.

Warner Electric Technology, Inc.

A number of patents and trademarks owned by Warner Electric Technology LLC remain in the former name (Warner Electric Technology, Inc.) of the company on the records of various foreign patent and trademark offices. Efforts to record the change in name are in progress with respect to some of the patents and trademarks. For others, a conscious decision was made to hold off on recordation pending some other action relating to the property (e.g., the next renewal of a trademark registration). For yet others, a decision was made not to record the change in name in view of a decision to allow various registrations or patents to lapse).

INTELLECTUAL PROPERTY LICENSES

Name of Grantor		Name of Agreement		Date of Agreement		Parties to Agreement
[*]		License Agreement		August 17, 2009		Ameridrives International, LLC
The Grantors own or license certain off-the-shelf software, which software is ready-made and available for sale, lease, or license to the general public.
From time to time in the course of manufacturing products for their customers, certain customers may grant the Grantors limited licenses to certain of their intellectual property.

EXHIBIT E
(See Section 3.13 of Security Agreement and Definition of “Pledged Collateral”)

LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY

STOCKS

															Percentage of
Name of					Certificate				Number of						Outstanding
Grantor		Issuer			Number(s)				Shares			Class of Stock			Shares
Altra Holdings, Inc.		Altra Industrial Motion, Inc.			C-2				1,000			Common Stock, $0.001 par value			100%
Altra Industrial Motion, Inc.		American Enterprises MPT Corp.			102				999			Common Stock, $0.001 par value			100%
Altra Industrial Motion, Inc.		Warner Electric LLC			002				1			LLC Interests			100%
Altra Industrial Motion, Inc.		Warner Electric Technology LLC			002				1			LLC Interests			100%
Altra Industrial Motion, Inc.		Boston Gear LLC			001				1			LLC Interests			100%
Altra Industrial Motion, Inc.		Xxxxxx Manufacturing Corporation			102				10			Stock, no par value			100%
Altra Industrial Motion, Inc.		Warner Electric International Holding, Inc.			2				1,000			Stock, $1.00 par value			100%
Altra Industrial Motion, Inc.		Inertia Dynamics, LLC			002				100%			LLC Interests			100%
Altra Industrial Motion, Inc.		XX Xxxx’x Corporation			C-2				1,000			Common Stock, $0.01 par value			100%
American Enterprises MPT Corp.		American Enterprises MPT Holdings, LLC			001				100%			LLC Interests			100%
American Enterprises MPT Corp.		Ameridrives International LLC			001				100%			LLC Interests			100%
American Enterprises MPT Corp.		Xxxxxxx Gear LLC			001				1			LLC Interests			100%
American Enterprises MPT Corp.		Formsprag LLC			004				861,429			Units			100%
XX Xxxx’x Corporation		XX Xxxx’x Incorporated			2				1,125,000			Common Stock, $0.10 par value			100%
XX Xxxx’x Incorporated		XX Xxxx’x Enterprises Inc.			2				3,000			Common Stock, $0.01 par value			100%
XX Xxxx’x Incorporated		X.X. Xxxx’x Canada Ltd.			1015				3,415			Common Shares			65%

Percentage of

Name of

Certificate

Number of

Outstanding

Grantor

Issuer

Number(s)

Shares

Class of Stock

Shares

XX Xxxx’x Incorporated

Industrial Blaju, S.A. de C.V.

2

25,229,382

Capital Stock, $1.00 par value

65%

Xxxxxx Manufacturing Corporation

3091780 Nova Scotia Company

5, 7

130

Common Shares, no par value

65%

Warner Electric International Holding, Inc.

Warner Electric UK Group Ltd.

6

2,456,508

Ordinary Shares of £1 each, fully paid

65%

Warner Electric International Holding, Inc. *

Warner Electric (Holding) SAS

65%

Warner Electric International Holding, Inc. *

Warner Electric Group GmbH

65%

Warner Electric International Holding, Inc.*

Warner Electric (Netherlands) Holding, B.V.

65%

* NOTE: Certificates for these entities will be provided post-closing.

BONDS

Name of
Grantor		Issuer		Number		Face Amount		Coupon Rate		Maturity
N/A

GOVERNMENT SECURITIES

Name of

Grantor

Issuer

Number

Type

Face Amount

Coupon Rate

Maturity

N/A

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY
(CERTIFICATED AND UNCERTIFICATED)

						Percentage Ownership
Name of Grantor		Issuer		Description of Collateral		Interest
See below.

Existing Joint Ventures

     Warner Electric LLC holds 40% of Elastomeric Actuators Inc.

EXHIBIT F
(See Section 3.1 of Security Agreement)

OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN FILED

Name of Grantor		Jurisdiction
Altra Holdings, Inc.		DE
Altra Industrial Motion, Inc.		DE
American Enterprises MPT Corp.		DE
American Enterprises MPT Holdings, LLC		DE
Ameridrives International, LLC		DE
Boston Gear LLC		DE
Formsprag LLC		DE
Inertia Dynamics, LLC		DE
Kilian Manufacturing Corporation		DE
Nuttall Gear LLC		DE
XX Xxxx’x Corporation		DE
XX Xxxx’x Enterprises, Inc.		DE
XX Xxxx’x Incorporated		PA
Warner Electric International Holding, Inc.		XX
Xxxxxx Electric LLC		XX
Xxxxxx Electric Technology LLC		DE

EXHIBIT G
(See Section 4.4 and 4.8 of Security Agreement)

AMENDMENT

This Amendment, dated                     , ___ is delivered pursuant to Section 4.4 of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement. The undersigned hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this Amendment may be attached to that certain Pledge and Security Agreement, dated                      ___, ___, between the undersigned, as the Grantors, and JPMorgan Chase Bank, N.A., as the Administrative Agent, (the “Security Agreement”) and that the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in said Security Agreement.

By:

Name:

Title:

EXHIBIT H
(See Section 8.21 of Security Agreement)

Post Closing Matters

		Responsible
Document/Deliverable		Party				Due Date
1. Deliver to the Administrative Agent the results of patent and trademark searches of the U.S. Patent and Trademark Office databases, together with an Exhibit D attached hereto, listing all Patents and Trademarks (including any licenses of the foregoing) in which such Grantor has an ownership interest, in each case as required under Section 4.7(f) hereof.		Grantors					12/25/09
2. Execute and deliver to the Administrative Agent (x) a patent security agreement and (y) a trademark security agreement as required under Section 4.7(f) hereof.		Grantors					12/25/09
3. Deliver to the Administrative Agent (i) appraisals of the Borrowers’ Inventory and (ii) copies of existing appraisals with respect to each of the Mortgaged Properties as required under Section 5.16 of the Credit Agreement.		Grantors					12/25/09
4. Conduct field examinations of the Borrowers’ books, records, Accounts, Inventory and other Collateral as required under Section 5.16 of the Credit Agreement.		Administrative Agent					12/25/09
5. Deliver to the Administrative Agent a Mortgage and other related items with respect to each Mortgaged Property as required under Section 5.15 of the Credit Agreement.		Grantors					2/23/10
6. Execute and deliver to the Administrative Agreement Control Agreements as required under Section 4.14 hereof and Section 5.12 of the Credit Agreement.		Grantors					2/23/10
7. Deliver to the Administrative Agreement Collateral Access Agreements as required under Section 4.13.		Grantors					3/25/10