Common use of Creation of Security Interest Clause in Contracts

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERAL"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof (of this Agreement ( "COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral (( "PMSI COLLATERAL"): (i) the PMSI Collateral COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Debtor acknowledges that, notwithstanding that the foregoingNote(s) may be paid in full, this Security Agreement shall continue to secure the payment and performance of all other debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof provided, however, that the foregoing shall not be deemed to include mixing and feeding systems which will be used in conjunction with the Collateral (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERALCollateral"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERALCollateral"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness. 2.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, . a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, . accessories and accessions thereto, any and all substitutions, . replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERALCollateral"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, . secondary, . direct, contingent, . sole, joint or several, . or otherwise, . and whether due or to become due) of Debtor to Secured Party, . now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), . and any renewals, . extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, . to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERALCollateral"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULESehedule"), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERAL"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"AINDEBTEDNESS@). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefortherefore, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future under or in connection with this Agreement, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the “Indebtedness”). Debtor acknowledges that, Secured Party shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the foregoing being hereinafter referred Collateral without prejudice to as Secured Party’s security interest in the "INDEBTEDNESS")remaining Collateral. Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("“PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness. Upon the payment in full of all of the Indebtedness, and termination of Secured Party’s commitment to lend hereunder, this Agreement shall terminate and Secured Party shall, at the cost and expense of Debtor, execute and deliver to Debtor all such documents and instruments as shall be necessary to evidence termination of the security interests created hereunder.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property financed by the Secured Party and listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefortherefore, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Debtor acknowledges that, notwithstanding that the foregoingNote(s) may be paid in full, this Security Agreement shall continue to secure the payment and performance of all such Indebtedness, now existing or arising in the future, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured PartyParty (other than any obligations of Debtor to Secured Party in connection with any purchase of equity securities of Debtor, including any right to invest in equity financings by Debtor and including the issuance of any warrants for the purchase of Debtor’s equity securities), now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("“PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERALCollateral"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured secured Party, now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively collectively, "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERALCollateral"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (( the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness. 2 2.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a continuing security interest in in, to and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), whether now owned or existing or hereafter acquired or arising and wheresoever located, and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any all proceeds or products thereof, in whatever form, including without limitation cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and all insurance credit insurance), negotiable instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and/or other tort claim proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (including all interest (whether primaryor not allowed or disallowed), secondarycharges, directexpenses, contingentfees and other sums accruing after commencement of any case, soleproceeding or other action relating to the bankruptcy, joint insolvency or several, or otherwise, and whether due or to become duereorganization of Debtor) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory the New Notes or other promissory notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), that certain Amended and Restated Mortgage, Security Agreement and Fixture Filing dated as of the date hereof from Debtor in favor of Secured Party (the “New Mortgage”) , that certain Master Lease Agreement dated as of July 23, 2004, between Debtor and Secured Party, together with all Schedules and attachments thereto (the “Lease”) and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, New Mortgage, Lease, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any the equipment and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such equipment and property is individually and collectively referred to as called the "COLLATERALCollateral"). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to in connection with the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as such Notes, debts, obligations and liabilities are called the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERALCollateral"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERAL"): ) (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERAL"“Collateral”). The foregoing security interest is given to secure secured the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("“PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement by the Debtor’s execution thereof ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes executed by Debtor in favor of Secured Party from time to time and identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("“PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a first security interest in and against any all equipment and all other property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"each, a “Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" collectively, the “Notes”, and each each, a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are individually and collectively called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("the “PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby givesTo secure the prompt, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULE")punctual, and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERAL"). The foregoing security interest is given to secure the faithful payment and performance of any all and all debtseach of the Obligations of the Companies to BANA under, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or severalrelated to, or arising in connection with the Consignment Agreement, any documents related thereto or executed in connection therewith, and otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited the Companies each hereby grants BANA a continuing security interest in and to, a lien on, and right of set-off with respect to, all right, title and interest of each Company in and to: (i) account no. 387148 maintained by Wolverine Tube with BANA and account no. 20000000 maintained by Wolverine Tube with Banc of America Securities LLC (“BAS”) pursuant to that certain Customer Agreement dated on or about December 15, 2006 (the payment “Customer Agreement”) among the Wolverine Tube, BANA and performance BAS (hereinafter, each of certain Promissory Notes from time the accounts referred to time identified on in this clause (i) shall be referred to collectively as the “Account”); (ii) all investment property, securities and other financial assets of any Collateral Schedule kind (collectively "NOTES" and each a "NOTE"including, without limitation, all “Financial Instruments” as defined in the Customer Agreement), all certificates of deposit, all cash and all other funds now or hereafter held in, credited to, or on deposit in the Account; (iii) all income now or hereafter earned therefrom and all investments now or hereafter made thereof; and (iv) with respect to each item of property referred to in the foregoing clauses (i) through (iii), all replacements, substitutions, additions, interest, and other distributions arising out of or in respect of any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred foregoing, all instruments relating to as or evidencing any of the "INDEBTEDNESS"). Notwithstanding foregoing, all general intangibles relating to any of the foregoing, and notwithstanding anything to the contrary contained elsewhere all products and proceeds, both cash and non-cash, arising out of or in this Agreement, to the extent that Secured Party asserts a purchase money security interest in respect of any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness foregoing whether now existing or arising at any time in the future (all of which has been advanced by Secured Party is referred to enable Debtor to purchase, or acquire rights in or hereinafter as the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"“Collateral”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement by mutual agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefortherefore, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Debtor acknowledges that, notwithstanding that the foregoingNote(s) may be paid in full, this Security Agreement shall continue to secure the payment and notwithstanding anything performance of all other debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party under the contrary contained elsewhere in Note(s) or this Agreement, to now existing or arising in the extent future, and that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future-annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any all the Notes and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured PartyParty relating thereto, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("“PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any the equipment and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such equipment and property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to in connection with the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("“PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a continuing security interest in in, to and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), including without limitation the property listed on Collateral Schedule No. 1 and Collateral Schedule No. 2, whether now owned or existing or hereafter acquired or arising and wheresoever located, and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefor, and any all proceeds or products thereof, in whatever form, including without limitation cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and all insurance credit insurance), negotiable instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and/or other tort claim proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (including all interest (whether primaryor not allowed or disallowed), secondarycharges, directexpenses, contingentfees and other sums accruing after commencement of any case, soleproceeding or other action relating to the bankruptcy, joint insolvency or several, or otherwise, and whether due or to become duereorganization of Debtor) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes the Convertible Note or other promissory notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), the Purchase Agreement, together with all Schedules and attachments thereto and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, Purchase Agreement, Schedules, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding the foregoing, and notwithstanding anything The Collateral listed on Collateral Schedule No. 1 to this Security Agreement has been subordinated to certain senior debt pursuant to the contrary contained elsewhere in provisions of an intercreditor agreement dated as of , 200 , among the Debtor, the Secured Party and General Electric Capital Corporation (the “GECC”). Pursuant to this Security Agreement, the Debtor is granting to the extent that Secured Party asserts a purchase money first priority security interest in any items of the Collateral ("PMSI COLLATERAL"): (i) the PMSI listed on Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI IndebtednessSchedule No. 2.

Creation of Security Interest. Debtor hereby gives, grants In order to secure a promissory note or notes of even date herewith executed by Borrower and assigns made payable to Secured Party, its successors and assigns forever, a security interest in and against any Lender and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERAL"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations indebtedness and liabilities of any kindall kinds of Borrower to Lender, nature or description whatsoever and interest thereon (whether primaryevidenced by a promissory note or by other evidence of indebtedness, secondaryincluding overdrafts, direct, contingent, sole, joint whether created indirectly or several, acquired by Lender indirectly by assignment or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, absolute or contingent, joint and/or several, due or to become due, primary or secondary, purchase money and nonpurchase money, including but not limited to the payment and performance obligations of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE")performance, and any all renewals, extensions and modifications of such debtsrearrangements thereof), obligations and liabilities (all of the foregoing being hereinafter hereafter referred to as “Obligations,” Borrower grants to Lender a security interest in all of Borrower’s presently existing and hereafter arising or acquired “Accounts” which shall mean and include all of Borrower’s present and future rights to payment for goods, merchandise or Inventory (as hereinafter defined) sold, rented or leased or for services rendered, including, without limitation, those which are not evidenced by instruments or chattel paper, and whether or not they have been earned by performance; account(s), accounts receivable, proceeds of any letters of credit on which Borrower is named as beneficiary; contract rights; acceptances; notes; chattel paper; instruments (other than margin stock); drafts; documents; insurance proceeds; deposits or other sums credited by or due from the "INDEBTEDNESS"). Notwithstanding Lender to Borrower; and all such obligations whatsoever owing to Borrower, together with all instruments and all documents of title representing any of the foregoing, all rights in any goods, merchandise or Inventory which any of the same may represent, all rights in any returned or repossessed goods, merchandise and notwithstanding anything Inventory, and all right, title, security and guaranties with respect to each of the contrary contained elsewhere foregoing, including, without limitation, any right of stoppage in transit (this Agreementdefinition shall include the definition of “accounts” as that term is used in the Uniform Commercial Code of each state in which the Borrower’s Accounts are located); all of Borrower’s presently existing and hereafter arising of acquired “General Intangibles” which shall mean all choses in action, causes of action, and all other intangible personal property of Borrower of every kind and nature (other than Accounts) now owned or hereafter acquired by Borrower, including, without limitation, corporate or other business records, evidences of corporate debt or equity, inventions, designs, patents, patent applications, trademarks, trademark applications, assumed names, trade styles, service marks, trade secrets, goodwill, copyrights, registrations, licenses, franchises, tax refund claims, tax refunds, deposit accounts, customer lists and any letters of credit, rights or claims against carriers and shippers, rights to indemnification, security interests or other security held by or granted to Borrower to secure payment by an account debtor of any of the Accounts (this definition shall include the definition of “general intangibles” as that term is defined in the Uniform Commercial Code of each state in which the Borrower’s General Intangibles are located); all of Borrower’s presently existing or hereafter arising depository accounts and all of Borrower’s rights, title and interest in and to any deposits or other sums at any time credited by or due from financial institutions to Borrower, all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of Borrower pertaining to any of the foregoing; all of which are hereafter referred to as “Collateral”, to the extent they arise out of operations conducted on the Real Property described in Exhibit “A” attached hereto. Notwithstanding the above, this Security Agreement will not secure an obligation of Borrower covered by the Truth-in-Lending Act unless the document or disclosure statement which evidences such transaction indicates by proper disclosure that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced transaction is secured by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessthis Security Agreement.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefortherefore, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future under this Agreement, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the “Indebtedness”). Debtor acknowledges that, notwithstanding that the Note(s) may be paid in full, this Security Agreement shall continue to secure the payment and performance of all other debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future in connection with the Indebtedness, and that Secured Party shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the foregoing being hereinafter referred Collateral without prejudice to as Secured Party’s security interest in the "INDEBTEDNESS")remaining Collateral. Notwithstanding the foregoingUnless otherwise provided by applicable law, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("“PMSI COLLATERAL"Collateral”): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns foreverassigns, a security interest in and against any and all property listed on any collateral schedule now or hereafter in the future annexed hereto to or made a part hereof of this Agreement ("COLLATERAL SCHEDULE"“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions theretoto such property, any and all substitutions, replacements or exchanges therefortherefore, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter such property is individually and collectively referred to as called the "COLLATERAL"“Collateral”). The foregoing This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities hereunder of any kind, nature or description kind whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arisingarising in the future, including but not limited to the payment and performance of certain Promissory Notes from front time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of such Notes, debts, obligations and liabilities are called the foregoing being hereinafter referred to as the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Debtor acknowledges that, notwithstanding that the foregoingNote(s) may be paid in full, this Agreement shall continue to secure the payment and performance of all other debts, fees, obligations and liabilities hereunder of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all such Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor hereby givesTo secure the prompt, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULE")punctual, and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERAL"). The foregoing security interest is given to secure the faithful payment and performance of any all and all debtseach of the Obligations of the Companies to BANA under, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or severalrelated to, or arising in connection with the Consignment Agreement, any documents related thereto or executed in connection therewith, and otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited the Companies each hereby grants BANA a continuing security interest in and to, a lien on, and right of set-off with respect to, all right, title and interest of each Company in and to: (i) account no. 387148 maintained by Wolverine Tube with BANA and account no. 20000000 maintained by Wolverine Tube with Banc of America Securities LLC (“BAS”) pursuant to that certain Customer Agreement dated on or about December 15, 2006 (the payment “Customer Agreement”) among the Wolverine Tube, BANA and performance BAS (hereinafter, each of certain Promissory Notes from time the accounts referred to time identified on in this clause (i) shall be referred to collectively as the “Account”); (ii) all investment property, securities and other financial assets of any Collateral Schedule kind (collectively "NOTES" and each a "NOTE"including, without limitation, all “Financial Instruments” as defined in the Customer Agreement), all certificates of deposit, all cash and all other funds now or hereafter held in, credited to, or on deposit in the Account; (iii) all income now or hereafter earned therefrom and all investments now or hereafter made thereof; and (iv) with respect to each item of property referred to in the foregoing clauses (i) through (iii), all replacements, substitutions, EXHIBIT “A” additions, interest, and other distributions arising out of or in respect of any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred foregoing, all instruments relating to as or evidencing any of the "INDEBTEDNESS"). Notwithstanding foregoing, all general intangibles relating to any of the foregoing, and notwithstanding anything to the contrary contained elsewhere all products and proceeds, both cash and non-cash, arising out of or in this Agreement, to the extent that Secured Party asserts a purchase money security interest in respect of any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness foregoing whether now existing or arising at any time in the future (all of which has been advanced by Secured Party is referred to enable Debtor to purchase, or acquire rights in or hereinafter as the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"“Collateral”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERALCollateral"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERALCollateral"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns forever, a security interest in and against any and all property listed on any collateral schedule now or hereafter annexed hereto or made a part hereof ("COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "COLLATERAL"). The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or hereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness. Secured Party understands and acknowledges that Debtor's inventory, work in process, accounts, account receivables and general intangibles are not Collateral.