With respect to the Collateral, at the time the Collateral becomes subject to [[Organization B:Organization]]'s security interest: # the applicable Loan Party shall have rights to and an interest in of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to [[Organization B:Organization]]; and, except for Permitted Liens, the Collateral shall be free and clear of all Liens whatsoever; # each document and agreement executed by any

WithUntil # payment and performance in full of all of the Obligations and # termination of this Agreement, [[Organization B:Organization]]'s interests in the Collateral shall continue in full force and effect. During such period, no Loan Party shall, without [[Organization B:Organization]]'s prior written consent, pledge, sell (except as otherwise permitted under this Agreement), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way any part of the Collateral, except for Permitted Liens. Each Loan Party shall defend [[Organization B:Organization]]'s interests in the Collateral against any and all Persons whatsoever. At any time following demand by [[Organization B:Organization]] for payment of all Obligations upon the occurrence and during the continuation of a Default or an Event of Default, [[Organization B:Organization]] shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If [[Organization B:Organization]] exercises this right to take possession of the Collateral upon the occurrence and during the continuation of a Default or an Event of Default, the Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to [[Organization B:Organization]] at a place reasonably convenient to [[Organization B:Organization]]. In addition, with respect to all Collateral, [[Organization B:Organization]] and Lenders shall be entitled to all of the Collateral,rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Upon the occurrence and during the continuation of a Default or an Event of Default, each Loan Party shall, and [[Organization B:Organization]] may, at the time the Collateral becomesits option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which [[Organization B:Organization]] holds a security interest to deliver same to [[Organization B:Organization]] and/or subject to [[Organization B:Organization]]'s security interest: # the applicableorder and if they shall come into any Loan Party's possession, they, and each of them, shall be held by such Loan Party shall have rights toin trust as [[Organization B:Organization]]'s trustee, and an interest in of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateralsuch Loan Party will immediately deliver them to [[Organization B:Organization]]; and, except for Permitted Liens, the Collateral shall be free and clear of all Liens whatsoever; # each document and agreement executed by in their original form together with any necessary endorsement.

With respect to the Collateral, atAt the time theany Collateral becomesbecomes, or is represented to be, subject to [[Organization B:Organization]]'s security interest: # the applicable Loan Party shall have rights to and an interest in of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in eachfavor of the [[Organization G:Organization]], [[Organization F:Organization]] shall be deemed to have warranted that # [[Organization F:Organization]] is the lawful owner of the Collateral and every itemhas the right and authority to subject it to a security interest granted to the [[Organization G:Organization]]; # none of the Collateral is subject to any security interest other than that in favor of the [[Organization G:Organization]] or as otherwise approved in writing by the [[Organization G:Organization]]; # there are no financing statements on file, other than in favor of the [[Organization G:Organization]] or otherwise approved in writing by the [[Organization G:Organization]]; # no person has possession or control (as defined in the Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and # [[Organization F:Organization]] acquired its rights in the Collateral in the ordinary course of its respective Collateral to [[Organization B:Organization]]; and, except for Permitted Liens, the Collateral shall be free and clear of all Liens whatsoever; # each document and agreement executed by any business.