Exhibit 10.2

     

    SECURITY
AGREEMENT

    


    This
SECURITY AGREEMENT (this
“Agreement”) is dated as
of April 21, 2010 and entered into by and among Orleans Homebuilders, Inc., a
Delaware corporation (the “Parent”), Greenwood Financial,
Inc., a Delaware corporation (the “Master Borrower”)
and  certain of the Parent’s subsidiaries party hereto (the “Other Borrowers”) (each of the
Parent, the Master Borrower and the Other Borrowers being individually a “Grantor” and collectively the
“Grantors”) and Wells
Fargo Bank, National Association, as agent  for the Lenders (as
defined below) (in such capacity, the “Agent” or the “Secured Party”).

     

    PRELIMINARY
STATEMENTS

     

    A.           Pursuant
to that certain Amended and Restated Revolving Credit Loan Agreement dated as of
December 22, 2004 (the “Original Credit Agreement”),
executed by Master Borrower, certain of the other Borrowers, Agent, as successor
to Wachovia Bank, National Association, and certain of the Lenders, such Lenders
agreed to provide a credit facility to Borrowers on the terms and conditions
contained in the Original Credit Agreement.

     

    B.           Pursuant
to that certain Amended and Restated Revolving Credit Loan Agreement dated as of
January 24, 2006 (as amended prior to the date hereof, the “Amended Credit Agreement”),
executed by the Master Borrower, certain of the other Borrowers, Agent and
certain of the Lenders, such Lenders agreed to amend and restate the Original
Credit Agreement on the terms and conditions contained in the Amended Credit
Agreement.

     

    C.           Pursuant
to that certain Second Amended and Restated Revolving Credit Loan Agreement
dated as of September 30, 2008 (as amended prior to the date hereof, the “Pre-Petition Credit
Agreement”), executed by Master Borrower, certain of the other Borrowers,
Agent and certain of the Lenders (the “Pre-Petition Lenders”), such
Pre-Petition Lenders agreed to amend and restate the Amended Credit Agreement on
the terms and conditions contained in the Pre-Petition Credit
Agreement.

     

    D.           The
Pre-Petition Credit Agreement matured on December 20, 2009 and the Borrowers
thereunder were unable to repay the Pre-Petition Balance at such
time.

     

    E.           Certain
Borrowers and the Parent requested, and Agent and Pre-Petition Lenders agreed,
to enter into a limited waiver on December 18, 2009 to provide the parties until
February 12, 2010 to establish the terms and conditions under which the Agent
and Pre-Petition Lenders might extend the maturity of the Pre-Petition Credit
Agreement and no such agreement was reached.

     

    F.           On
March 1, 2010 (the “Petition
Date”), the Grantors each filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code which are being jointly administered under
Case No. 10-10684 (collectively, the “Bankruptcy Cases”) and are pending in the
United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    G.           On
March 3, 2010 (the “Interim
Order Date”), the Bankruptcy Court entered that certain Interim Order
Pursuant to Bankruptcy Code Section 105, 361, 362, 363, 364 and 507 and
Bankruptcy Rules 2002, 4001 and 9014 (I) Authorizing the Borrowers (A) to obtain
Post-Petition Financing and (B) to use Cash Collateral and (II) Granting (A)
Adequate Protection to Pre-Petition Secured Parties and (B) Related Relief
(together with all exhibits and schedules thereto, collectively, the “Interim Order”), which among
other things approved certain interim financing pursuant to the terms and
conditions of the term sheet (the “Term Sheet”) and letter
agreement (the “Letter
Agreement”, together with the Interim Order and the Term Sheet, the
“Interim Loan
Documents”).

     

    H.           Pursuant
to that certain Debtor-in-Possession Loan Agreement made as of the date hereof
(as amended, restated, supplemented, extended or otherwise modified from time to
time, the “Credit
Agreement”) by and among the Grantors, as borrowers, the lenders party
thereto (the “Lenders”)
and the Agent, the Agent and Lenders  have agreed to make available to
the Borrowers certain credit facilities to be used for the purposes specified in
the Credit Agreement and to amend and restate the Interim Loan Documents (as
defined below).   Capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit
Agreement.

     

    I.           The
Borrowers desire secure all of the Indebtedness under the Credit Agreement and
under the other Loan Documents with a first priority Lien on all of its real,
personal and mixed property.

     

    J.           It
is a condition precedent to the Agent and the Lenders entering into the Credit
Agreement that the Grantors shall have granted the security interests and
undertaken the obligations contemplated by this Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual agreements set forth herein and in order to induce
the Agent and the Lenders to enter into the Credit Agreement and the other Loan
Documents and to make certain financial accommodations thereunder, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each Grantor hereby agrees with Secured Party as
follows:

     

    SECTION
1.      Grant of
Security.

     

    Each
Grantor hereby collaterally assigns to Secured Party, and hereby grants to
Secured Party a security interest in, all of such Grantor’s right, title and
interest in and to all of the personal property of such Grantor (other than
Avoidance Actions (as defined in the Credit Agreement)), in each case whether
now or hereafter existing, whether tangible or intangible, whether now owned or
hereafter acquired, wherever the same may be located and whether or not subject
to the UCC, including all Assigned Agreements and the following (the “Collateral”):

     

    (a)           all
Accounts;

     

    (b)           all
Chattel Paper;


    
      
         


      

      
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    (c)          all
Money and all Deposit Accounts, together with all amounts on deposit from time
to time in such Deposit Accounts, including without limitation those Deposit
Accounts set forth on Schedule 11 annexed
hereto;

     

    (d)          all
Documents;

     

    (e)          all
General Intangibles, including all intellectual property, Payment Intangibles
and Software;

     

    (f)           all
Goods, including Inventory, Equipment  and Fixtures;

     

    (g)          all
Instruments;

     

    (h)          all
Investment Property;

     

    (i)           all
Letter-of-Credit Rights and other Supporting Obligations;

     

    (j)           all
Records, including without limitation, all books, records, ledger cards, files,
correspondence, computer programs, tapes, disks and related data processing
software that at any time evidence or contain information relating to any of the
foregoing or are otherwise necessary or helpful in the collection thereof or
realization thereupon;

     

    (k)          all
Commercial Tort Claims, including those set forth on Schedule 1 annexed
hereto;

     

    (l)           all
federal and state income tax refunds received by, or payable to, Grantors in
each case after the date hereof (collectively, the “Refund
Collateral”);

     

    (m)         all
life insurance policies, including without limitation those set forth on Schedule 12 annexed
hereto(collectively, the “Life
Insurance Collateral”);

     

    (n)          all
development credits, including without limitation those set forth on Schedule 13 annexed
hereto (collectively, the “Development Credit
Collateral”); and

     

    (o)        
 all Proceeds and Accessions with respect to any of the foregoing
Collateral.

     

    Each
category of Collateral set forth above shall have the meaning set forth in the
UCC (to the extent such term is defined in the UCC), it being the intention of
each Grantor that the description of the Collateral set forth above be construed
to include the broadest possible range of assets.

     

    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, any of such
Grantor’s rights or interests in or under, any license, contract, permit,
Instrument, Security or franchise or any of its rights or interests thereunder
to the extent, but only to the extent, that such a grant would, under the terms
of such license, contract, permit, Instrument, Security or franchise, result in
a breach of the terms of, or constitute a default under, such license, contract,
permit, Instrument, Security or franchise (other than to the extent that any
such term would be rendered ineffective pursuant to the UCC or any other
applicable law (including the Bankruptcy Code) or principles of equity); provided, that
immediately upon the ineffectiveness, lapse or termination of any such provision
the Collateral shall include, and each 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.


    
      
         


      

      
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    In the
event that any asset of any Grantor is excluded from the Collateral by virtue of
the foregoing paragraph, such Grantor agrees to use all reasonable efforts to
obtain all requisite consents to enable such Grantor to provide a security
interest in such asset pursuant hereto as promptly as practicable.

     

    SECTION
2.       Security for
Obligations.

     

    This
Agreement secures, and the Collateral is collateral security for, the prompt
payment or performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise, of all obligations
and liabilities of every nature of each Obligor now or hereafter existing under
or arising out of or in connection with the Credit Agreement and the other Loan
Documents, together with all amendments, restatements, modifications or
extensions or renewals thereof, whether for principal, interest, fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or indirect,
absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Secured Party as a preference,
fraudulent transfer or otherwise, and all obligations of every nature of each
Grantor now or hereafter existing under this Agreement (all such obligations of
each Grantor, collectively, being the “Secured
Obligations”).

     

    Without
limiting the foregoing, the parties hereto acknowledge that the assignment of
any Pledged Equity consisting of Pennsylvania limited partnership interests by
any Grantor to Secured Party pursuant to this Agreement is an assignment of
economic rights only, and in accordance with Section 8562 of the Pennsylvania
Revised Uniform Limited Partnership Act (15 Pa. C.S. § 8562) and any such
assignment entitles the Secured Party solely to share in such profits and
losses, to receive such distributions and to receive such allocations of income,
gain, loss, deduction, or credit or similar items to which such Grantor is
entitled, to the extent assigned, and does not entitle Secured Party to become,
nor shall Secured Party be liable as, a partner in the partnership solely as a
result of this Agreement.

     

    SECTION
3.       Grantor Remains
Liable.

     

    Anything
contained herein to the contrary notwithstanding, (a) the Grantors shall
remain jointly and severally liable under any contracts and agreements included
in the Collateral, to the extent set forth therein, to perform all of its duties
and obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by Secured Party of any of its rights hereunder
shall not release the Grantors from any of their duties or obligations under the
contracts and agreements included in the Collateral, and (c) Secured Party
shall not have any obligation or liability under any contracts, licenses, and
agreements included in the Collateral by reason of this Agreement, nor shall
Secured Party be obligated to perform any of the obligations or duties of the
Grantors thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.


    
      
         


      

      
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    SECTION
4.      Representations and
Warranties.

     

    Except as
may be disclosed on a Schedule hereto (or a supplement delivered in connection
with Collateral acquired after the date hereof), each Grantor represents and
warrants as follows:

     

    (a)          Ownership of
Collateral.  Except for the security interest created by this
Agreement, Permitted Liens and Liens permitted by the Credit Agreement, each
Grantor owns its interests in the Collateral free and clear of any
Lien.  Except as may have been filed in favor of Secured Party
relating to this Agreement or permitted under the Credit Agreement and Loan
Documents, no effective financing statement or other instrument similar in
effect covering all or any part of the Collateral is on file in any filing or
recording office, including the PTO and the Copyright Office.

     

    (b)          Perfection.  The
security interests in the Collateral granted to Secured Party for the benefit of
itself and the Lenders hereunder and pursuant to the Final Order constitute
valid security interests in the Collateral, securing the payment of the
Secured Obligations and is perfected pursuant to the Final Order.

     

    (c)          Office Locations; Type and
Jurisdiction of Organization.  Each Grantor’s name as it
appears in official filings in the jurisdiction of its organization, such
Grantor’s type of organization (i.e. corporation, limited partnership, etc.),
jurisdiction of organization, principal place of business, chief executive
office, office where such Grantor keeps its Records regarding the Accounts,
Intellectual Property Collateral and originals of Chattel Paper, and
organization number provided by the applicable government authority of the
jurisdiction of organization are set forth on Schedule 3 annexed
hereto.  All of the Equipment and Inventory (other than Inventory
consisting of real property) is located at the places set forth on Schedule 4 annexed
hereto, except for Inventory which, in the ordinary course of business, is in
transit either (i) from a supplier to any Grantor, (ii) between the locations
set forth on Schedule
4 hereto, or (iii) to customers of any Grantor.

     

    (d)          Names.  No Grantor
(or predecessor by merger or otherwise of such Grantor) has, within the six (6)
months preceding the date hereof, had a different name from the name of such
Grantor listed on the signature pages hereof, except as set forth on Schedule 5 annexed
hereto.

     

    (e)          Delivery of Certain
Collateral.  All certificates or Instruments (excluding checks)
evidencing, comprising or representing the Collateral have been delivered to
Secured Party duly endorsed or accompanied by duly executed instruments of
transfer or assignment in blank.


    
      
         


      

      
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    (f)           Security Interests. The
security interests in the Collateral granted hereunder constitute valid security
interests in the Collateral, securing payment of the Secured
Obligations.

     

    (g)          Securities
Collateral.  All of the Pledged Subsidiary Equity set forth on
Schedule 6
annexed hereto has been duly authorized and validly issued and is fully paid and
non-assessable; all of the Pledged Subsidiary Debt has been duly authorized and
is the legally valid and binding obligation of the issuers thereof and is not in
default; there are no outstanding warrants, options or other rights to purchase,
or other agreements outstanding with respect to, or property that is now or
hereafter convertible into, or that requires the issuance or sale of, any
Pledged Subsidiary Equity; Schedule 6 annexed
hereto sets forth all of the Equity Interests and the Pledged Equity owned by
each Grantor, and the percentage ownership in each issuer thereof; and Schedule 7 annexed
hereto sets forth all of the Pledged Debt (other than Pledged Subsidiary Debt)
owned by each Grantor.

     

    (h)        
 Intellectual Property
Collateral.  A true and complete list of all Trademark
Registrations and registration applications for any Trademark owned, held
(whether pursuant to a license or otherwise) or used by each Grantor, in whole
or in part, is set forth on Schedule 8 annexed
hereto; a true and complete list of all Patents owned, held (whether pursuant to
a license or otherwise) or used by each Grantor, in whole or in part, is set
forth on Schedule
9 annexed hereto; a true and complete list of all Copyright Registrations
and registration applications for Copyright Registrations held (whether pursuant
to a license or otherwise) by each Grantor, in whole or in part, is set forth on
Schedule 10
annexed hereto; and after reasonable inquiry, no Grantor is aware of any pending
or threatened claim by any third party that any of the Intellectual Property
Collateral owned, held or used by any Grantor is invalid or
unenforceable.

     

    (i)           Deposit Accounts, Securities
Accounts, Commodity Accounts.  Schedule 11 annexed
hereto lists all Deposit Accounts, Securities Accounts and Commodity Accounts
owned by each Grantor, and indicates the institution or intermediary at which
the account is held and the account number.

     

    (j)           Chattel Paper.  No
Grantor has an interest in any Chattel Paper.

     

    (k)          Letter-of-Credit
Rights.  No Grantor an interest in any Letter-of-Credit
Rights.

     

    (l)           Documents.  No
negotiable Documents are outstanding with respect to any of the
Inventory.

     

    (m)         Assigned
Agreements.  Each Assigned Agreement is in full force and
effect and is enforceable against the parties thereto in accordance with its
terms.

     

    (n)          Development Credit
Collateral.  All certificates evidencing or representing the
Development Credit Collateral have been delivered to Secured Party duly endorsed
by the appropriate Grantor in accordance with requirements of the issuer of such
certificate evidencing such Development Credit Collateral.


    
      
         


      

      
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    (o)         Life Insurance Collateral
Assignment.  Each document necessary to collaterally assign the
Life Insurance Collateral to the Secured Party has been delivered to the Secured
Party duly endorsed by the appropriate Grantor in accordance with the
requirements of the issuer of such Life Insurance Collateral.

     

    (p)         Motor Vehicles.  No
Grantor owns any motor vehicles, except as set forth on Schedule 15 annexed
hereto, which lists each motor vehicle by model, model year, jurisdiction of
registration and vehicle identification number.

     

    The representations and warranties as
to the information set forth in Schedules referred to herein are made as of the
date hereof except that, in the case of a Pledge Supplement, IP Supplement or
notice delivered pursuant to Section 5(d) hereof, such representations and
warranties are made as of the date of such supplement or notice.

    


    SECTION
5.      Further
Assurances.

     

    (a)         Generally.  Each
Grantor agrees that from time to time, at the expense of the Grantors, it will
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that Secured Party may
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any
Collateral.  Without limiting the generality of the foregoing, each
Grantor will:  (i) notify Secured Party in writing of receipt by
any Grantor of any interest in Chattel Paper and, at the request of Secured
Party, mark conspicuously each item of Chattel Paper and each of its Records
pertaining to the Collateral with a legend, in form and substance satisfactory
to Secured Party, indicating that such Collateral is subject to the security
interest granted hereby, (ii) deliver to Secured Party all promissory notes
and other Instruments and, at the request of Secured Party, all original
counterparts of Chattel Paper, duly endorsed and accompanied by duly executed
instruments of transfer or assignment, all in form and substance satisfactory to
Secured Party, (iii) (A) execute (if necessary) and file (if requested by
the Secured Party) such financing or continuation statements, or amendments
thereto, (B) execute and deliver, and cause to be executed and delivered,
agreements establishing that Secured Party has control of Deposit Accounts and
Investment Property of Grantor, (C) deliver such instruments, notices, records,
documents and consents, and take such other actions, necessary to establish that
Secured Party has control over electronic Chattel Paper and Letter-of-Credit
Rights of Grantor and (D) deliver such other instruments or notices, in each
case, as may be necessary or desirable, or as Secured Party may request, in
order to perfect and preserve the security interests granted or purported to be
granted hereby, (iv) deliver to Secured party all executed documents necessary
or desirable to collaterally assign the Life Insurance Collateral and pledge the
Development Credit Collateral to the Secured Party, (v) furnish to Secured
Party from time to time statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as Secured Party may reasonably request, all in reasonable detail,
(vi) promptly after the acquisition by Grantor of any item of Equipment
that is covered by a certificate of title under a statute of any jurisdiction
under the law of which indication of a security interest on such certificate is
required as a condition of perfection thereof, execute and file with the
registrar of motor vehicles or other appropriate authority in such jurisdiction
an application or other document requesting the notation or other indication of
the security interest created hereunder on such certificate of title,
(vii) within thirty (30) days after the end of each calendar quarter,
deliver to Secured Party copies of all such applications or other documents
filed during such calendar quarter and copies of all such certificates of title
issued during such calendar quarter indicating the security interest created
hereunder in the items of Equipment covered thereby, (viii) at any
reasonable time, upon request by Secured Party, exhibit the Collateral to and
allow inspection of the Collateral by Secured Party, or persons designated by
Secured Party, (ix) at Secured Party’s request, appear in and defend any
action or proceeding that may affect any Grantor’s title to or Secured Party’s
security interest in all or any part of the Collateral, (x) use commercially
reasonable efforts to obtain any necessary consents of third parties to the
creation and perfection of a security interest in favor of Secured Party with
respect to any Collateral, (xi) subject to the provisions of Section 12(h),
execute and deliver, and cause to be executed and delivered, all federal and
state tax forms establishing that the Secured Party has (A) a security interest
in the Refund Collateral, (B) the Secured Party or its designee has the right to
directly receive payments from the federal government or any state government
with respect to such Refund Collateral, and (C) the right to endorse any
instruments of payment drawn on the United States Treasury, or any equivalent
state government agency (these forms shall include, but are not limited to, IRS
Form 2848, Power of Attorney and Declaration of Representative Department of
Treasury Form 234,  General Power of Attorney By a Corporation For the
Collection of Certain Checks Drawn on the United States Treasury and any
equivalent forms issued by any state taxing agency), (xii) provide Secured Party
with any documentation deemed necessary by Secured Party to allow Secured Party
to receive payments with respect to the Refund Collateral in compliance with the
Federal Anti-Assignment Act (31 U.S.C. §3727), (xiii) refrain from authorizing
any person other than Secured Party or its designee to directly receive payment
from the federal government or any state government with respect ot the Refund
Collateral or to endorse any instruments of payment drawn on the United States
Treasury or any equivalent state government agency, and (xiv) revoke any
existing powers of attorney authorizing any person other than Secured Party or
its designee to directly receive payments from the federal government or any
state government with respect to the Refund Collateral or to endorse any
instruments of payment drawn on the United States Treasury or any equivalent
state government agency.  Each Grantor hereby authorizes Secured Party
to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the Collateral (including any financing
statement indicating it covers “all assets” or “all personal property” of each
Grantor) without the signature of any Grantor.


    
      
         


      

      
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    (b)          Securities
Collateral.  Without limiting the generality of the foregoing
Section 5(a), each Grantor agrees that (i) all certificates or Instruments
representing or evidencing the Securities Collateral shall be delivered to and
held by or on behalf of Secured Party pursuant hereto and shall be in suitable
form for transfer by delivery or, as applicable, shall be accompanied by such
Grantor’s endorsement, where necessary, or duly executed instruments of transfer
or assignments in blank, all in form and substance satisfactory to Secured Party
and (ii) it will, upon obtaining any additional Equity Interests or
Indebtedness, promptly (and in any event within five (5) Business Days) deliver
to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect
of such additional Pledged Equity or Pledged Debt; provided, that the
failure of such Grantor to execute a Pledge Supplement with respect to any
additional Pledged Equity or Pledged Debt shall not impair the security interest
of Secured Party therein or otherwise adversely affect the rights and remedies
of Secured Party hereunder with respect thereto.  Upon each such
acquisition, the representations and warranties contained in Section 4(f) hereof
shall be deemed to have been made by each Grantor acquiring such Pledged Equity
or Pledged Debt as to such Pledged Equity or Pledged Debt, whether or not such
Pledge Supplement is delivered.


    
      
         


      

      
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    (c)          Intellectual Property
Collateral.  Each Grantor shall promptly notify Secured Party
in writing of any rights to any registered Intellectual Property Collateral
acquired by such Grantor after the date hereof.  Promptly after the
filing of an application for any Trademark Registration, Patent or Copyright
Registration, each Grantor so filing an application shall execute and deliver to
Secured Party an IP Supplement, and submit a Grant for recordation with respect
thereto in the PTO or Copyright Office, as applicable; provided, the failure of
any Grantor to execute an IP Supplement or submit a Grant for recordation with
respect to any additional Intellectual Property Collateral shall not impair the
security interest of Secured Party therein or otherwise adversely affect the
rights and remedies of Secured Party hereunder with respect
thereto.  Upon delivery to Secured Party of an IP Supplement, Schedules 8, 9 and 10
annexed hereto and Schedule A to each
Grant, as applicable, shall be deemed modified to include reference to any
right, title or interest in any existing Intellectual Property Collateral or any
Intellectual Property Collateral set forth on Schedule A to such IP
Supplement.  Upon each such acquisition, the representations and
warranties contained in Section 4(h) hereof shall be deemed to have been made by
the Grantor acquiring such Intellectual Property as to such Intellectual
Property Collateral, whether or not such IP Supplement is
delivered.

     

    (d)         Commercial Tort
Claims.  No Grantor has any Commercial Tort Claims as of the
date hereof, except as set forth on Schedule 1 annexed
hereto.  In the event that any Grantor shall at any time after the
date hereof have any Commercial Tort Claims, such Grantor shall promptly notify
Secured Party thereof in writing, which notice shall (i) set forth in reasonable
detail the basis for and nature of such Commercial Tort Claim and (ii)
constitute an amendment to this Agreement by which such Commercial Tort Claim
shall constitute part of the Collateral.

     

    SECTION
6.      Certain Covenants of
Grantor.

     

    Each
Grantor shall:

     

    (a)           not
use or permit any Collateral to be used unlawfully or in violation of any
provision of this Agreement or any applicable statute, regulation or ordinance
or any policy of insurance covering the Collateral;

     

    (b)           give
Secured Party at least thirty (30) days’ prior written notice of any change in
such Grantor’s name, identity or corporate structure;

     

    (c)           give
Secured Party at least thirty (30) days’ prior written notice of any
reincorporation, reorganization or other action that results in a change of the
jurisdiction of organization of such Grantor;

     

    (d)           if
Secured Party gives value to enable any Grantor to acquire rights in or the use
of any Collateral, use such value for such purposes;


    
      
         


      

      
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    (e)           keep
correct and accurate Records of Collateral at the locations described in Schedule 3 annexed
hereto;

     

    (f)           permit
representatives of Secured Party at any time during normal business hours to
inspect and make abstracts from such Records, and each Grantor agrees to render
to Secured Party, at such Grantor’s cost and expense, such clerical and other
assistance as may be reasonably requested with regard thereto;

     

    (g)           subject
to any required Bankruptcy Court approval, pay promptly when due all property
and other taxes, assessments and governmental charges or levies imposed upon,
and all claims (including claims for labor, services, materials and supplies)
against, the Collateral expect to the extent the validity theroef is being
contested in good faith and except for Permitted Liens; provided that such
Grantor shall in any event pay such taxes, assessments, charges, levies or
claims not later than five (5) days prior to the date of any proposed sale under
any judgment, writ or warrant of attachment entered or filed against such
Grantor or any of the Collateral as a result of the failure to make such
payment; and

     

    (h)          upon
receipt of any Refund Collateral, prepay the Loans in accordance with Section
2.10(b)(iii) of the Credit Agreement.

    


    SECTION
7.      Special Covenants With
Respect to Equipment and Inventory.

     

    Each
Grantor shall:

     

    (a)           if
any Inventory is in possession or control of any of any Grantor’s agents or
processors, and in any event upon the occurrence of an Event of Default,
instruct such agent or processor to hold all such Inventory for the account of
Secured Party and subject to the instructions of Secured Party;

     

    (b)           if
any Inventory is located on premises leased by any Grantor, deliver to Secured
Party a fully executed Collateral Access Agreement as required by the Credit
Agreement;

     

    (c)           promptly
upon the issuance and delivery to any Grantor of any negotiable Document,
deliver such Document to Secured Party; and

     

    (d)          at
its own expense, maintain insurance with respect to the Equipment and Inventory
in accordance with the terms of Section 6.6 of the Credit
Agreement.

     

    SECTION
8.      Special Covenants with
respect to Accounts, Assigned Agreements and certain
Collateral.

     

    (a)           Each
Grantor shall, for not less than three (3) years from the date on which each
Account of such Grantor arose, maintain (i) complete Records of such
Account, including records of all payments received, credits granted and
merchandise returned, and (ii) all documentation relating
thereto.


    
      
         


      

      
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    (b)          Except
as otherwise provided in this subsection (b), each Grantor shall, in
accordance with sound business practices, continue to collect, at its own
expense, all amounts due or to become due to such Grantor under the
Accounts.  In connection with such collections, each Grantor may take
(and upon the occurrence and during the continuance of an Event of Default, at
Secured Party’s direction, shall take) such action as such Grantor or Secured
Party may deem necessary or advisable to enforce collection of amounts due or to
become due under the Accounts; provided, however,
that Secured Party shall have the right at any time, upon the occurrence and
during the continuation of an Event of Default and upon written notice to such
Grantor of its intention to do so, to (i) notify the account debtors or obligors
under any Accounts of the assignment of such Accounts to Secured Party and to
direct such account debtors or obligors to make payment of all amounts due or to
become due to such Grantor thereunder directly to Secured Party, (ii) notify
each Person maintaining a lockbox or similar arrangement to which account
debtors or obligors under any Accounts have been directed to make payment to
remit all amounts representing collections on checks and other payment items
from time to time sent to or deposited in such lockbox or other arrangement
directly to Secured Party, (iii) enforce collection of any such Accounts at the
expense of the Grantors and (iv) adjust, settle or compromise the amount or
payment thereof, in the same manner and to the same extent as such Grantor might
have done.  After receipt by any Grantor of the notice from Secured
Party referred to in the proviso to the preceding sentence, (A) all amounts
and proceeds (including checks and other instruments) received by such Grantor
in respect of the Accounts shall be received in trust for the benefit of Secured
Party hereunder, shall be segregated from other funds of such Grantor and shall
be forthwith paid over or delivered to Secured Party in the same form as so
received (with any necessary endorsement) to be held as cash Collateral and
applied as provided by Section 17 hereof, and (B) such Grantor shall
not, without the written consent of Secured Party, adjust, settle or compromise
the amount or payment of any Account, or release wholly or partly any account
debtor or obligor thereof, or allow any credit or discount thereon.

     

    (c)          Each
Grantor shall at its expense:

     

    (i)           if
consistent with sound business practices, perform and observe all terms and
provisions of the Assigned Agreement, Life Insurance Collateral and Development
Credit Collateral  to be performed or observed by it, maintain such
Collateral in full force and effect, enforce the such Collateral in accordance
with their terms, and take all such action to such end as may be from time to
time requested by Secured Party; and

     

    (ii)           upon
request of Secured Party, (A) furnish to Secured Party, promptly upon receipt
thereof, copies of all notices, requests and other documents received by such
Grantor under or pursuant to the Assigned Agreement, Life Insurance Collateral
and Development Credit Collateral and from time to time such information and
reports regarding such  Collateral as Secured Party may reasonably
request and (B) make to the parties to such Collateral such demands and requests
for information and reports for action as such Grantor is entitled to make under
such Collateral.


    
      
         


      

      
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    (d)           Upon
the occurrence and during the continuance of an Event of Default, no Grantor
shall (i) cancel or terminate any of the Assigned Agreement, Life Insurance
Collateral or Development Credit Collateral or consent to or accept any
cancellation or termination thereof; (ii) amend or otherwise modify such
Collateral or give any consent, waiver or approval thereunder; (iii) waive any
default under or breach of such Collateral; (iv) consent to or permit or accept
any prepayment of amounts to become due under or in connection with such
Collateral, except as expressly provided therein; or (v) take any other action
in connection with such Collateral that could reasonably be expected to
materially impair the value of the interest or rights of such Grantor thereunder
or that could reasonably be expected to materially impair the interest or rights
of Secured Party.

     

    SECTION
9.      Special Covenants With
Respect to the Securities Collateral.

     

    (a)           Form of Securities
Collateral.  Secured Party shall have the right at any time to
exchange certificates or instruments representing or evidencing Securities
Collateral for certificates or instruments of smaller or larger
denominations.  If any Securities Collateral is not a security
pursuant to Section 8-103 of the UCC, Grantor shall not take any action that,
under such Section, converts such Securities Collateral into a security without
causing the issuer thereof to issue to it certificates or instruments evidencing
such Securities Collateral, which it shall promptly deliver to Secured Party as
provided in this Section 9(a).

     

    (b)          Covenants.  Each
Grantor shall (i) not, except as expressly permitted by the Credit Agreement or
Loan Documents, permit any issuer of Pledged Subsidiary Equity to merge or
consolidate unless all the outstanding Equity Interests of the surviving or
resulting Person are, upon such merger or consolidation pledged hereunder, and
no cash, securities or other property is distributed in respect of the
outstanding Equity Interests of any other constituent corporation; (ii) cause
each issuer of Pledged Subsidiary Equity not to issue Equity Interests in
addition to or in substitution for the Pledged Subsidiary Equity issued by such
issuer, except to such Grantor; (iii) immediately upon its acquisition (directly
or indirectly) of any Equity Interests, including additional Equity Interests in
each issuer of Pledged Equity comply with Section 5(b); (iv) immediately upon
issuance of any and all Instruments or other evidences of additional
Indebtedness from time to time owed to such Grantor by any obligor on the
Pledged Debt, comply with Section 5; (v) promptly deliver to Secured Party all
written notices received by it with respect to the Securities Collateral and
consistent with sound business practices; (vi) at its expense (A) perform and
comply in all material respects with all terms and provisions of any agreement
related to the Securities Collateral required to be performed or complied with
by it, (B) maintain all such agreements in full force and effect and (C) enforce
all such agreements in accordance with their terms; and (vii), at the request of
Secured Party, promptly execute and deliver to Secured Party an agreement
providing for control by Secured Party of all Security Entitlements, Securities
Accounts, Commodity Contracts and Commodity Accounts of such
Grantor.

     

    (c)          Voting and
Distributions.  So long as no Event of Default shall have
occurred and be continuing, (i) each Grantor shall be entitled to exercise any
and all voting and other consensual rights pertaining to the Securities
Collateral or any part thereof for any purpose not prohibited by the terms of
this Agreement, the Credit Agreement or the Loan Documents; provided, such
Grantor shall not exercise or refrain from exercising any such right if Secured
Party shall have notified such Grantor that, in Secured Party’s judgment, such
action would have a material adverse effect on the value of the Securities
Collateral or any part thereof; and (ii) such Grantor shall be entitled to
receive and retain any and all dividends, other distributions, principal and
interest paid in respect of the Securities Collateral.


    
      
         


      

      
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    Upon the
occurrence and during the continuation of an Event of Default, (x) upon written
notice from Secured Party to any Grantor, all rights of such Grantor to exercise
the voting and other consensual rights which it would otherwise be entitled to
exercise pursuant hereto shall cease, and all such rights shall thereupon become
vested in Secured Party who shall thereupon have the sole right to exercise such
voting and other consensual rights; (y) all rights of such Grantor to receive
the dividends, other distributions, principal and interest payments which it
would otherwise be authorized to receive and retain pursuant hereto shall cease,
and all such rights shall thereupon become vested in Secured Party who shall
thereupon have the sole right to receive and hold as Collateral such dividends,
other distributions, principal and interest payments; and (z) all dividends,
principal, interest payments and other distributions which are received by such
Grantor contrary to the provisions of clause (y) above shall be received in
trust for the benefit of Secured Party, shall be segregated from other funds of
such Grantor and shall forthwith be paid over to Secured Party as Collateral in
the same form as so received (with any necessary endorsements).

     

    In order
to permit Secured Party to exercise the voting and other consensual rights which
it may be entitled to exercise pursuant hereto and to receive all dividends and
other distributions which it may be entitled to receive hereunder, (I) each
Grantor shall promptly execute and deliver (or cause to be executed and
delivered) to Secured Party all such proxies, dividend payment orders and other
instruments as Secured Party may from time to time reasonably request, and (II)
without limiting the effect of clause (I) above, each Grantor hereby grants to
Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise
all other rights, powers, privileges and remedies to which a holder of the
Pledged Equity would be entitled (including giving or withholding written
consents of holders of Equity Interests, calling special meetings of holders of
Equity Interests and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of
any Pledged Equity on the record books of the issuer thereof) by any other
Person (including the issuer of the Pledged Equity or any officer or agent
thereof), upon the occurrence and during the continuance of an Event of Default
and which proxy shall only terminate upon the payment in full of the Secured
Obligations, the cure of such Event of Default or waiver thereof as evidenced by
a writing executed by Secured Party.

     

    SECTION
10.    Special Covenants With
Respect to the Intellectual Property Collateral.

     

    (a)          Each
Grantor shall:

     

    (i)           use
reasonable efforts so as not to permit the inclusion in any contract to which it
hereafter becomes a party of any provision that could or might in any way impair
or prevent the creation of a security interest in, or the assignment of, any
Grantor’s rights and interests in any property included within the definitions
of any Intellectual Property Collateral acquired under such
contracts;


    
      
         


      

      
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    (ii)           take
any and all reasonable steps to protect the secrecy of all trade secrets
relating to the products and services sold or delivered under or in connection
with the Intellectual Property Collateral, including, without limitation, where
appropriate entering into confidentiality agreements with employees and labeling
and restricting access to secret information and documents; and

     

    (iii)         use
a commercially appropriate standard of quality (which may be consistent with
such Grantor’s past practices) in the manufacture, sale and delivery of products
and services sold or delivered under or in connection with the
Trademarks.

     

    (b)          Except
as otherwise provided in this Section 10, each Grantor shall, in accordance with
sound business practices, continue to collect, at its own expense, all amounts
due or to become due to such Grantor in respect of the Intellectual Property
Collateral or any portion thereof.  In connection with such
collections, each Grantor may take (and upon the occurrence and during the
continuance of an Event of Default, at Secured Party’s direction, shall take)
such action as such Grantor or Secured Party may deem reasonably necessary or
advisable to enforce collection of such amounts; provided, Secured
Party shall have the right at any time, upon the occurrence and during the
continuation of an Event of Default and upon written notice to such Grantor of
its intention to do so, to notify the obligors with respect to any such amounts
of the existence of the security interest created hereby and to direct such
obligors to make payment of all such amounts directly to Secured Party, and,
upon such notification and at the expense of such Grantor, to enforce collection
of any such amounts and to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have
done.  After receipt by any Grantor of the notice from Secured Party
referred to in the proviso to the preceding sentence and upon the occurrence and
during the continuance of any Event of Default, (i) all amounts and
proceeds (including checks and Instruments) received by such Grantor in respect
of amounts due to such Grantor in respect of the Intellectual Property
Collateral or any portion thereof shall be received in trust for the benefit of
Secured Party hereunder, shall be segregated from other funds of such Grantor
and shall be forthwith paid over or delivered to Secured Party in the same form
as so received (with any necessary endorsement) to be held as cash Collateral
and applied as provided by Section 17 hereof, and (ii) such Grantor shall
not adjust, settle or compromise the amount or payment of any such amount or
release wholly or partly any obligor with respect thereto or allow any credit or
discount thereon.

     

    (c)          Each
Grantor shall have the duty diligently, through counsel reasonably acceptable to
Secured Party, to prosecute, file and/or make, unless and until such Grantor, in
its commercially reasonable judgment, decides otherwise, (i) any
application for registration relating to any of the Intellectual Property
Collateral owned, held or used by such Grantor and set forth on Schedules 8, 9 or 10 annexed hereto, as
applicable, that is pending as of the date of this Agreement, (ii) any
Copyright Registration on any existing or future unregistered but copyrightable
works (except for works of nominal commercial value or with respect to which
such Grantor has determined in the exercise of its commercially reasonable
judgment that it shall not seek registration), (iii) any application on any
future patentable but unpatented innovation or invention comprising Intellectual
Property Collateral, and (iv) any Trademark opposition and cancellation
proceedings, renew Trademark Registrations and Copyright Registrations and do
any and all acts which are necessary or desirable to preserve and maintain all
rights in all Intellectual Property Collateral.  Any expenses incurred
in connection therewith shall be borne solely by the
Grantors.  Subject to the foregoing, each Grantor shall give Secured
Party prior written notice of any abandonment of any Intellectual Property
Collateral.


    
      
         


      

      
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    (d)          Except
as provided herein, each Grantor shall have the right to commence and prosecute
in its own name, as real party in interest, for its own benefit and at its own
expense, such suits, proceedings or other actions for infringement, unfair
competition, dilution, misappropriation or other damage, or reexamination or
reissue proceedings as are necessary to protect the Intellectual Property
Collateral.  Each Grantor shall promptly, following its becoming aware
thereof, notify Secured Party of the institution of, or of any adverse
determination in, any proceeding (whether in the PTO, the Copyright Office or
any federal, state, local or foreign court) or regarding such Grantor’s
ownership, right to use, or interest in any Intellectual Property
Collateral.  Each Grantor shall provide to Secured Party any
information with respect thereto requested by Secured Party.

     

    (e)          In
addition to, and not by way of limitation of, the granting of a security
interest in the Collateral pursuant hereto, each Grantor, effective upon the
occurrence and during the continuance of an Event of Default, hereby assigns,
transfers and conveys to Secured Party the nonexclusive right and license to use
all Trademarks, tradenames, Copyrights, Patents or technical processes
(including, without limitation, the Intellectual Property Collateral) owned or
used by such Grantor that relate to the Collateral, together with any goodwill
associated therewith, all to the extent necessary to enable Secured Party to
realize on the Collateral in accordance with this Agreement and to enable any
transferee or assignee of the Collateral to enjoy the benefits of the
Collateral.  This right shall inure to the benefit of all successors,
assigns and transferees of Secured Party and its successors, assigns and
transferees, whether by voluntary conveyance, operation of law, assignment,
transfer, foreclosure, deed in lieu of foreclosure or otherwise.  Such
right and license shall be granted free of charge, without requirement that any
monetary payment whatsoever be made to such Grantor.  If and to the
extent that any Grantor is permitted to license the Intellectual Property
Collateral, Secured Party shall promptly enter into a non-disturbance agreement
or other similar arrangement, at such Grantor’s request and expense, with such
Grantor and any licensee of any Intellectual Property Collateral permitted
hereunder in form and substance reasonably satisfactory to Secured Party
pursuant to which (i) Secured Party shall agree not to disturb or interfere
with such licensee’s rights under its license agreement with such Grantor so
long as such licensee is not in default thereunder, and (ii) such licensee
shall acknowledge and agree that the Intellectual Property Collateral licensed
to it is subject to the security interest created in favor of Secured Party and
the other terms of this Agreement.


    
      
         


      

      
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    SECTION
11.    Collateral
Account.

     

    Secured
Party is hereby authorized to establish and maintain at its office at 201 S.
College Street, 8th Floor,
Charlotte, NC  28288-5708 as a blocked account under the sole dominion
and control of Secured Party, one or more restricted Deposit Accounts designated
as “Orleans Collateral Account”.  All amounts at any time held in the
Collateral Accounts shall be beneficially owned by the Grantors but shall be
held in the name of Secured Party hereunder, as collateral security for the
Secured Obligations upon the terms and conditions set forth
herein.  Grantors shall have no right to withdraw, transfer or, except
as expressly set forth herein, in the Credit Agreement or in the Loan Documents,
otherwise receive any funds deposited into the Collateral
Account.  Anything contained herein to the contrary notwithstanding,
the Collateral Accounts shall be subject to such applicable laws, and such
applicable regulations of the Board of Governors of the Federal Reserve System
and of any other appropriate banking or government authority, as may now or
hereafter be in effect.  All deposits of funds in the Collateral
Accounts shall be made by wire transfer (or, if applicable, by intra-bank
transfer from another account of the Grantors) of immediately available funds,
in each case addressed in accordance with instructions of Secured
Party.  Grantors shall, promptly after initiating a transfer of funds
to the Collateral Accounts, give notice to Secured Party by telefacsimile of the
date, amount and method of delivery of such deposit.  Cash held by
Secured Party in the Collateral Accounts shall not be invested by Secured Party
but instead shall be maintained as a cash deposit in the Collateral Account
pending application thereof as elsewhere provided in this Agreement, the Credit
Agreement or the Loan Documents.  To the extent permitted under
Regulation Q of the Board of Governors of the Federal Reserve System, any cash
held in the Collateral Accounts shall bear interest at the standard rate paid by
Secured Party to its customers for deposits of like amounts and
terms.  Subject to Secured Party’s rights hereunder, any interest
earned on deposits of cash in the Collateral Accounts shall be deposited
directly in, and held in, the Collateral Accounts.

     

    SECTION
12.    Secured Party Appointed
Attorney-in-Fact.

     

    Each
Grantor hereby irrevocably appoints Secured Party as such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor, Secured Party or otherwise, from time to time in
Secured Party’s discretion to take any action and to execute any instrument that
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including without limitation:

     

    (a)           upon
the occurrence and during the continuance of an Event of Default, to obtain and
adjust insurance required to be maintained by such Grantor or paid to Secured
Party pursuant to Section 7;

     

    (b)           upon
the occurrence and during the continuance of an Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;

     

    (c)     
     upon the occurrence and during the continuance of
an Event of Default, to receive, endorse and collect any drafts or other
Instruments, Documents and Chattel Paper in connection with clauses (a) and (b)
above;

     

    (d)           upon
the occurrence and during the continuance of an Event of Default, to file any
claims or take any action or institute any proceedings that Secured Party may
deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce or protect the rights of Secured Party with respect to any
of the Collateral;

     

    (e)           to
pay or discharge taxes or Liens (other than taxes not required to be discharged,
Permitted Liens and Liens permitted under the Credit Agreement levied or placed
upon or threatened against the Collateral, the legality or validity thereof and
the amounts necessary to discharge the same to be determined by Secured Party in
its sole discretion, any such payments made by Secured Party to become
obligations of such Grantor to Secured Party, due and payable immediately
without demand;


    
      
         


      

      
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    (f)           upon
the occurrence and during the continuance of an Event of Default, to sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications and
notices in connection with Accounts and other documents relating to the
Collateral;

     

    (g)           upon
the occurrence and during the continuance of an Event of Default, generally to
sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though Secured Party were
the absolute owner thereof for all purposes, and to do, at Secured Party’s
option and the Grantors’ expense, at any time or from time to time, all acts and
things that Secured Party deems necessary to protect, preserve or realize upon
the Collateral and Secured Party’s security interest therein in order to effect
the intent of this Agreement, all as fully and effectively as any Grantor might
do; and

     

    (h)          
upon the occurrence and during the continuance of an Event of Default, to file
with the Internal Revenue Service and the United States Department of Treasury
and any equivalent state agency, executed powers of attorney provided by
Grantors in accordance with Section 5 of this Agreement.

     

    


    SECTION
13.    Secured Party May
Perform.

     

    If any
Grantor fails to perform any agreement contained herein, Secured Party may, if
such agreement is not performed by Grantor within ten (10) days after written
notice of such failure is given by Secured Party to such Grantor, itself
perform, or cause performance of, such agreement, and the expenses of Secured
Party incurred in connection therewith shall be payable, jointly and severally,
by the Grantors under Section 18(b).

     

    SECTION
14.    Standard of
Care.

     

    The
powers conferred on Secured Party hereunder are solely to protect its interest
in the Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the exercise of reasonable care in the custody of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder, Secured Party shall have no duty as to any Collateral or as to
the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral.  Secured Party shall be
deemed to have exercised reasonable care in the custody and preservation of
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which Secured Party accords its own
property.


    
      
         


      

      
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    SECTION
15.    Remedies.

     

    (a)           Generally.  If any
Event of Default shall have occurred and be continuing, Secured Party may
exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party on default under the UCC (whether or not the UCC
applies to the affected Collateral), and also may (i) require Grantor to,
and each Grantor hereby agrees that it will at its expense and upon request of
Secured Party forthwith, assemble all or part of the Collateral as directed by
Secured Party and make it available to Secured Party at a place to be designated
by Secured Party that is reasonably convenient to both parties, (ii) enter
onto the property where any Collateral or books and records related to the
Collateral is located and take possession thereof with or without judicial
process, (iii) prior to the disposition of the Collateral, store, process,
repair or recondition the Collateral or otherwise prepare the Collateral for
disposition in any manner to the extent Secured Party deems appropriate,
(iv) take possession of such Grantor’s premises or place custodians in
exclusive control thereof, remain on such premises and use the same and any of
such Grantor’s equipment for the purpose of completing any work in process,
taking any actions described in the preceding clause (iii) and collecting any
Secured Obligation, (v) without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Secured Party’s offices or elsewhere, for cash, on credit or for
future delivery, at such time or times and at such price or prices and upon such
other terms as Secured Party may deem commercially reasonable, (vi) exercise
dominion and control over and refuse to permit further withdrawals from any
Deposit Account constituting part of the Collateral maintained with Secured
Party or any Lender and provide instructions directing the disposition of funds
in Deposit Accounts not maintained with Secured Party or any Lender, (vii)
provide entitlement orders with respect to Security Entitlements and other
Investment Property constituting a part of the Collateral and, without notice to
any Grantor, transfer to or  register in the name of Secured Party or
any of its nominees any or all of the Securities Collateral and (viii) take all
action necessary to receive payments from the federal and any state government
with respect to the Refund Collateral, and exercise any and all authority
granted by Department of Treasury Form 234, General Power of Attorney By
a  Corporation For the Collection of Certain Checks Drawn on the
United States Treasury, and any equivalent forms issued by any state taxing
authority.  Secured Party or any Lender may be the purchaser of any or
all of the Collateral at any such sale and Secured Party or such Lender shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Secured Obligations as a credit on account of
the purchase price for any Collateral payable by Secured Party at such
sale.  Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of any Grantor, and each
Grantor hereby waives (to the extent permitted by applicable law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter
enacted.  Each Grantor agrees that, to the extent notice of sale shall
be required by law, at least ten (10) days’ notice to such Grantor of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification.  Secured Party shall
not be obligated to make any sale of Collateral regardless of notice of sale
having been given.  Secured Party may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned.  Each Grantor hereby waives any claims against
Secured Party arising by reason of the fact that the price at which any
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if Secured Party accepts
the first offer received and does not offer such Collateral to more than one
offeree.  If the proceeds of any sale or other disposition of the
Collateral are insufficient to pay all the Secured Obligations, Grantors shall
be jointly and severally liable for the deficiency and the fees of any attorneys
employed by Secured Party to collect such deficiency.  Each Grantor
further agrees that a breach of any of the covenants contained in this Section
15 will cause irreparable injury to Secured Party, that Secured Party has no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section shall be specifically
enforceable against each Grantor, and each Grantor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no default has occurred giving rise to the
Secured Obligations becoming due and payable prior to their stated
maturities.


    
      
         


      

      
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    (b)         Securities
Collateral.

     

    (i)           Each
Grantor recognizes that, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws, Secured Party may be
compelled, with respect to any sale of all or any part of the Securities
Collateral conducted without prior registration or qualification of such
Securities Collateral under the Securities Act and/or such state securities
laws, to limit purchasers to those who will agree, among other things, to
acquire the Securities Collateral for their own account, for investment and not
with a view to the distribution or resale thereof.  Each Grantor
acknowledges that any such private placement may be at prices and on terms less
favorable than those obtainable through a sale without such restrictions
(including an offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances and the registration of
any rights granted to Secured Party by Grantor pursuant hereto, each Grantor
agrees that any such private placement shall not be deemed, in and of itself, to
be commercially unreasonable and that Secured Party shall have no obligation to
delay the sale of any Securities Collateral for the period of time necessary to
permit the issuer thereof to register it for a form of sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would, or should, agree to so register it.  If
Secured Party determines to exercise its right to sell any or all of the
Securities Collateral, upon written request, each Grantor shall and shall cause
each issuer of any Securities Collateral to be sold hereunder from time to time
to furnish to Secured Party all such information as Secured Party may request in
order to determine the amount of Securities Collateral that may be sold by
Secured Party in exempt transactions under the Securities Act and the rules and
regulations of the Securities and Exchange Commission thereunder, as the same
are from time to time in effect.

     

    (ii)           Upon
the occurrence and during the continuation of an Event of Default, (x) upon
written notice from Secured Party to any Grantor, all rights of such Grantor to
receive the allocations, distributions and other payments in respect of the
Assigned Interest to which it would otherwise be entitled shall cease, and all
such rights shall thereupon become vested in Secured Party who shall thereupon
have the sole right to receive and hold as Collateral such allocation,
distributions and other payments; and (y) all allocations, distributions and
other payments which are received by Grantor contrary to the provisions of
clause (x) above shall be received in trust for the benefit of Secured Party,
shall be segregated from other funds of Grantor and shall forthwith be paid over
to Secured Party as Collateral in the same form as so received (with any
necessary endorsements).

     

    (c)         Collateral Accounts. If an
Event of Default has occurred and is continuing, any amounts on deposit in the
Collateral Accounts shall be held by Secured Party and applied, pursuant to
Section 17.


    
      
         


      

      
        - 19
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    SECTION
16.    Additional Remedies for
Intellectual Property Collateral.

     

    (a)           Anything
contained herein to the contrary notwithstanding, upon the occurrence and during
the continuation of an Event of Default, (i) Secured Party shall have the
right (but not the obligation) to bring suit, in the name of any Grantor,
Secured Party or otherwise, to enforce any Intellectual Property Collateral, in
which event such Grantor shall, at the request of Secured Party, do any and all
lawful acts and execute any and all documents required by Secured Party in aid
of such enforcement and the Grantors shall promptly, upon demand, reimburse and
indemnify Secured Party as provided in Section 18 hereof, in connection with the
exercise of its rights under this Section 16, and, to the extent that Secured
Party shall elect not to bring suit to enforce any Intellectual Property
Collateral as provided in this Section, each Grantor agrees to use all
reasonable measures, whether by action, suit, proceeding or otherwise, to
prevent the infringement of any of the Intellectual Property Collateral by
others and for that purpose agrees to use its commercially reasonable judgment
in maintaining any action, suit or proceeding against any Person so infringing
reasonably necessary to prevent such infringement; (ii) upon written demand
from Secured Party, each Grantor shall execute and deliver to Secured Party an
assignment or assignments of the Intellectual Property Collateral and such other
documents as are necessary or appropriate to carry out the intent and purposes
of this Agreement; (iii) each Grantor agrees that such an assignment and/or
recording shall be applied to reduce the Secured Obligations outstanding only to
the extent that Secured Party receives cash proceeds in respect of the sale of,
or other realization upon, the Intellectual Property Collateral; and
(iv) within five (5) Business Days after written notice from Secured Party,
each Grantor shall make available to Secured Party, to the extent within such
Grantor’s power and authority, such personnel in such Grantor’s employ as
Secured Party may reasonably designate, by name, title or job responsibility, to
permit Grantor to continue, directly or indirectly, to produce, advertise and
sell the products and services sold or delivered by such Grantor under or in
connection with the Trademarks, Trademark Registrations and Trademark Rights,
such persons to be available to perform their prior functions on Secured Party’s
behalf and to be compensated by Secured Party at theGrantors’ expense on a per
diem, pro-rata basis consistent with the salary and benefit structure applicable
to each as of the date of such Event of Default.

     

    (b)           If
(i) an Event of Default shall have occurred and, by reason of cure, waiver,
modification, amendment or otherwise, no longer be continuing, (ii) no
other Event of Default shall have occurred and be continuing, (iii) an
assignment to Secured Party of any rights, title and interests in and to the
Intellectual Property Collateral shall have been previously made, and
(iv) the Secured Obligations shall not have become immediately due and
payable, upon the written request of any Grantor, Secured Party shall promptly
execute and deliver to such Grantor such assignments as may be necessary to
reassign to such Grantor any such rights, title and interests as may have been
assigned to Secured Party as aforesaid, subject to any disposition thereof that
may have been made by Secured Party; provided, after giving effect to such
reassignment, Secured Party’s security interest granted pursuant hereto, as well
as all other rights and remedies of Secured Party granted hereunder, shall
continue to be in full force and effect; and provided further, the rights, title
and interests so reassigned shall be free and clear of all Liens other than
Liens (if any) encumbering such rights, title and interest at the time of their
assignment to Secured Party and other Liens permitted by this Agreement, the
Credit Agreement and the Loan Documents.


    
      
         


      

      
        - 20
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    SECTION
17.    Application of
Proceeds.

     

    Except as
expressly provided elsewhere in this Agreement, all proceeds received by Secured
Party in respect of any sale of, collection from, or other realization upon all
or any part of the Collateral shall be applied in accordance with Section 10.4
of the Credit Agreement.

     

    SECTION
18.    Indemnity and
Expenses.

     

    (a)           Grantors
agree to jointly and severally indemnify Secured Party and each Lender from and
against any and all claims, losses and liabilities in any way relating to,
growing out of or resulting from this Agreement and the transactions
contemplated hereby (including without limitation enforcement of this
Agreement), except to the extent such claims, losses or liabilities result
solely from Secured Party’s or such Lender’s gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction and except
for any breach of this Agreement by Secured Party or any Lender or failure of
Secured Party or any Lender to comply with the requirements of the UCC imposed
upon a Secured Party under Secured Party’s control in connection with the
enforcement of this Agreement.

     

    (b)           The
Grantors jointly and severally agree to pay to Secured Party upon demand the
amount of any and all costs and expenses, including the fees and expenses of
counsel and of any experts and agents, that Secured Party may incur in
connection with (i) the administration of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or
other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of Secured Party and Lenders hereunder, or
(iv) the failure by any Grantor to perform or observe any of the provisions
hereof.

     

    (c)           The
obligations of Grantors in this Section 18 shall survive (i) the
termination of this Agreement and the discharge of Grantor’s other obligations
under this Agreement, the Credit Agreement and the Loan Documents.

     

    SECTION
19.    Continuing Security
Interest; Termination and Release.

     

    (a)           This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the payment in full of the
Secured Obligations, (ii) be binding upon each Grantor and its successors
and assigns, and (iii) inure, together with the rights and remedies of
Secured Party hereunder, to the benefit of Secured Party and its successors,
transferees and assigns.  Without limiting the generality of the
foregoing clause (iii), Secured Party may assign or otherwise transfer any Note
held by it to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to Secured Party herein
or otherwise.

     

    (b)           Upon
the payment in full of all Secured Obligations, the security interest granted
hereby shall terminate and all rights to the Collateral shall revert to the
Grantors.  Upon any such termination Secured Party will, at Grantors’
expense, execute and deliver to the Grantors such documents as Grantors shall
reasonably request to evidence such termination.


    
      
         


      

      
        - 21
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    SECTION
20.     Amendments;
Etc.

     

    No
amendment, modification, termination or waiver of any provision of this
Agreement, and no consent to any departure by any Grantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by Secured
Party and, in the case of any such amendment or modification, by each
Grantor.  Any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was
given.

     

    SECTION
21.     Notices.

     

    Any
notice or other communication herein required or permitted to be given in
accordance with Section 12.10 of the Credit Agreement.

     

    SECTION
22.     Failure or Indulgence Not
Waiver; Remedies Cumulative.

     

    No
failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or
privilege.  All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.

     

    SECTION
23.     Severability.

     

    In case
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.

     

    SECTION
24.     Rules of
Construction.

     

    Any of the terms defined herein may,
unless the context otherwise requires, be used in the singular or the plural,
depending on the reference.  References to “Section” shall be to a
Section of this Agreement unless otherwise specifically
provided.  Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive
effect.  The use in this Agreement of the words “include” or
“including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as “without limitation” or
“but not limited to” or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or
matter.


    
      
         


      

      
        - 22
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    SECTION
25.     Governing
Law.

     

    THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT THE
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE COMMONWEALTH OF PENNSYLVANIA, IN WHICH CASE THE LAWS OF SUCH
JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY
INTEREST IN, OR THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR
COLLATERAL.

     

    SECTION
26.     Consent to Jurisdiction and
Service of Process.

     

    IN ANY
LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE RELATIONSHIP EVIDENCED HEREBY, THE GRANTORS
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE BANKRUPTCY
COURT OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE AND ANY
APPROPRIATE COURT ON APPEAL THERE FROM.  GRANTORS EXPRESSLY SUBMIT AND
CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND THE GRANTORS HEREBY WAIVE ANY OBJECTION WHICH THE GRANTORS MAY
HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR FORUM NON
CONVENIENS.  THE GRANTORS HEREBY WAIVE PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND ANY OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT, AND ANY OTHER PROCESS MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE GRANTORS IN ACCORDANCE WITH
SECTION 21 HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
PROVIDING OF NOTICE IN ACCORDANCE WITH THE TERMS HEREOF.  NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHTS OF AGENT TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE
ENFORCEMENT BY SECURED PARTY OR ANY LENDER OF ANY CLAIM, JUDGMENT OR ORDER
OBTAINED IN SUCH FORUM, OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT OR
OTHERWISE TO ENFORCE SAME, IN ANY OTHER APPROPRIATE FORUM OR
JURISDICTION.

     

    SECTION
27.     Waiver of Jury
Trial.

     

    THE
GRANTORS AND THE SECURED PARTY, AFTER CONSULTATION WITH THEIR RESPECTIVE
COUNSEL, EACH HEREBY WAIVE ANY RIGHT WHICH THEY MAY HAVE TO A JURY TRIAL IN
CONNECTION WITH ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) COMMENCED BY OR AGAINST
THEM OR ANY OF THEM IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR IN ANY WAY PERTAINING TO THE
RELATIONSHIPS EVIDENCED BY THIS AGREEMENT.


    
      
         


      

      
        - 23
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    SECTION
28.    Counterparts.

     

    This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.

     

    SECTION
29.    Definitions.

     

    (a)           Each
capitalized term utilized in this Agreement that is not defined in the Credit
Agreement in this Agreement, but that is defined in the UCC, including the
categories of Collateral listed in Section 1 hereof, shall have the meaning set
forth in Articles 1, 8 or 9 of the UCC.

     

    (b)           In
addition, the following terms used in this Agreement shall have the following
meanings:

     

    “Assigned Agreements” means the
agreements set forth on Schedule 14 annexed
hereto, as each such agreement may be amended, restated, supplemented or
otherwise modified from time to time, including without limitation, (a) all
rights of the Grantors to receive moneys due or to become due under or pursuant
to the Assigned Agreements, (b) all rights of Grantor to receive proceeds of any
Supporting Obligations with respect to the Assigned Agreements, (c) all claims
of each Grantor for damages arising out of any breach of or default under the
Assigned Agreements, and (d) all rights of the Grantors to terminate, amend,
supplement, modify or exercise rights or options under the Assigned Agreements,
to perform thereunder and to compel performance, and otherwise exercise all
remedies thereunder.

     

    “Assigned Interest” means all
rights of any Grantor to received allocations, distributions and any other
monies in respect of Pledged Equity consisting of such Grantor’s limited
partnership interest certain Pennsylvania limited partnerships, including,
without limitation, (a)  all claims of such Grantor for damages arising out
of any breach of or default by the general partner or the limited partnership
with respect to such the Assigned Interest, and (b) all rights of such
Grantor to terminate, amend, supplement, modify or exercise rights or options,
to perform and to compel performance, and otherwise exercise all remedies of
such Grantor with respect to, the Assigned Interest described in this
definition.

     

    “Collateral” has the meaning
set forth in Section 1 hereof.

     

     “Collateral Account” means one
or more accounts designated as the “Orleans Collateral Account” established
pursuant to Section 11.

     

    “Copyright Office” means the
United States Copyright Office or any successor or substitute office in which it
is necessary or, in the opinion of Secured Party, necessary to record a Grant in
order to create or perfect Liens on, or evidence the interest of Secured Party
in, Copyrights, Copyright Registrations and Copyright Rights.


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    

     

    “Copyright Registrations”
means all copyright registrations issued to Grantor and applications for
copyright registration that have been or may hereafter be issued or applied for
thereon in the United States and any state thereof and in foreign countries
(including, without limitation, the registrations set forth on Schedule 10 annexed
hereto, as the same may be amended pursuant hereto from time to
time).

     

    “Copyright Rights” means all
common law and other rights in and to the Copyrights in the United States and
any state thereof and in foreign countries including all copyright licenses (but
with respect to such copyright licenses, only to the extent permitted by such
licensing arrangements), the right (but not the obligation) to renew and extend
Copyright Registrations and any such rights and to register works protectable by
copyright and the right (but not the obligation) to sue in the name of Grantor
or in the name of Secured Party for past, present and future infringements of
the Copyrights and any such rights.

     

    “Copyrights” means all items
under copyright in various published and unpublished works of authorship
including, without limitation, computer programs, computer data bases, other
computer software layouts, trade dress, drawings, designs, writings, and
formulas (including, without limitation, the works set forth on Schedule 10 annexed
hereto, as the same may be amended pursuant hereto from time to
time).

     

     “Development Credit Collateral”
has the meaning set forth in 1(n).

     

    “Equity Interests” means all
shares of stock, partnership interests, interests in joint ventures, limited
liability company interests and all other equity interests in a Person, whether
such stock or interests are classified as Investment Property or General
Intangibles under the UCC.

     

    “Event of Default” means any
Event of Default as defined in the Credit Agreement.

     

    “Grant” means a Grant of
Trademark Security Interest, substantially in the form of Exhibit I annexed
hereto, and a Grant of Patent Security Interest, substantially in the form of
Exhibit II
annexed hereto, and a Grant of Copyright Security Interest, substantially in the
form of Exhibit
III annexed hereto.

     

    “Intellectual Property
Collateral” means, with respect to each Grantor all right, title and
interest (including rights acquired pursuant to a license or otherwise but only
to the extent permitted by agreements governing such license or other use) in
and to all

     

    (a)           Copyrights,
Copyright Registrations and Copyright Rights, including, without limitation,
each of the Copyrights, rights, titles and interests in and to the Copyrights,
all derivative works and other works protectable by copyright, which are
presently, or in the future may be, owned, created (as a work for hire for the
benefit of Grantor), authored (as a work for hire for the benefit of Grantor),
or acquired by Grantor, in whole or in part, and all Copyright Rights with
respect thereto and all Copyright Registrations therefor, heretofore or
hereafter granted or applied for, and all renewals and extensions thereof,
throughout the world;

     

    (b)          Patents;


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    


    (c)           Trademarks,
Trademark Registrations, the Trademark Rights and goodwill of Grantor’s business
symbolized by the Trademarks and associated therewith;

     

    (d)          all
trade secrets, trade secret rights, know-how, customer lists, processes of
production, ideas, confidential business information, techniques, processes,
formulas, and all other proprietary information; and

     

    (e)          all
proceeds thereof (such as, by way of example and not by limitation, license
royalties and proceeds of infringement suits).

     

    “IP Supplement” means an IP
Supplement, substantially in the form of Exhibit V annexed
hereto.

     

    “Lender” has the meaning set
forth in the Recitals.

     

    “Life Insurance Collateral” has
the meaning set forth in 1(m).

     

    “Patents” means all patents
and patent applications and rights and interests in patents and patent
applications under any domestic or foreign law that are presently, or in the
future may be, owned or held by each Grantor and all patents and patent
applications and rights, title and interests in patents and patent applications
under any domestic or foreign law that are presently, or in the future may be,
owned by each Grantor in whole or in part (including, without limitation, the
patents and patent applications set forth on Schedule 9 annexed
hereto), all rights (but not obligations) corresponding thereto to sue for past,
present and future infringements and all re-issues, divisions, continuations,
renewals, extensions and continuations-in-part thereof.

     

    “Person” means and includes
natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments (whether federal, state or local, domestic or
foreign, and including political subdivisions thereof) and agencies or other
administrative or regulatory bodies thereof.

     

    “Pledged Debt” means the
Indebtedness from time to time owed to any Grantor, including the indebtedness
set forth on Schedule
7 annexed hereto and issued by the obligors named therein, the
instruments and certificates evidencing such Indebtedness and all interest, cash
or other property received, receivable or otherwise distributed in respect of or
exchanged therefor.

     

    “Pledged Equity” means all
Equity Interests now or hereafter owned by any Grantor, including all securities
convertible into, and rights, warrants, options and other rights to purchase or
otherwise acquire, any of the foregoing, including without limitation, (i) those
owned on the date hereof and set forth on Schedule 6 annexed
hereto, (ii) the certificates or other instruments representing any of the
foregoing and any interest of any Grantor in the entries on the books of any
securities intermediary pertaining thereto, and (iii) all distributions,
dividends and other property received, receivable or otherwise distributed in
respect of or exchanged therefor, provided, however, that Agent acknowledges
that certain Pledged Equity may be subject to Section 8924(a) of the
Pennsylvania Limited Liability Company Law of 1994, as amended.


    
      
         


      

      
        - 26
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    “Pledged Subsidiary Debt”
means Pledged Debt owed to any Grantor by any obligor that is, or becomes, a
direct or indirect subsidiary of such Grantor, of which such Grantor is a direct
or indirect subsidiary or that controls, is controlled by or under common
control with such Grantor.

     

    “Pledged Subsidiary Equity”
means Pledged Equity in a Person that is, or becomes a direct subsidiary of any
Grantor.

     

    “Pledge Supplement” means a
Pledge Supplement, in substantially the form of Exhibit IV annexed
hereto, in respect of the additional Pledged Equity or Pledged Debt pledged
pursuant to this Agreement.

     

    “PTO” means the United States
Patent and Trademark Office or any successor or substitute office in which
filings are necessary or, in the opinion of Secured Party, desirable in order to
create or perfect Liens on, or evidence the interest of Secured Party in, any
Patents, Trademarks, Trademark Registrations or Trademark Rights.

     

    “Refund Collateral” has the
meaning set forth in 1(l).

     

    “Secured Obligations” has the
meaning set forth in Section 2 hereof.

     

    “Securities Collateral” means
the Pledged Equity, the Pledged Debt and any other Investment Property in which
any Grantor has an interest.

     

    “Trademark Registrations”
means all registrations that have been or may hereafter be issued or applied for
thereon in the United States and any state thereof and in foreign countries
(including, without limitation, the registrations and applications set forth on
Schedule 8
annexed hereto).

     

    “Trademark Rights” means all
common law and other rights (but in no event any of the obligations) in and to
the Trademarks in the United States and any state thereof and in foreign
countries.

     

    “Trademarks” means all
trademarks, service marks, designs, logos, indicia, tradenames, trade dress,
corporate names, company names, business names, fictitious business names, trade
styles and/or other source and/or business identifiers and applications
pertaining thereto, owned by any Grantor, or hereafter adopted and used, in its
business (including, without limitation, the trademarks specifically set forth
on Schedule 8
annexed hereto).

     

    “UCC” means the Uniform
Commercial Code as it exists on the date of this Agreement, or as it may
hereafter be amended, in the Commonwealth of Pennsylvania.

     

    SECTION
30.       Entire
Agreement.

     

    This
Agreement and the other Loan Documents embody the entire agreement and
understanding between the Grantors and the Agent, and supersede all prior
agreements and understandings between such parties relating to the subject
matter hereof and thereof.  Accordingly, the Loan Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties.  There are no unwritten oral agreements between the
parties.


    
      
         


      

      
        - 27
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    IN WITNESS WHEREOF, the
Grantors and the Secured Party have caused this Security Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.

     

    
      
        
          	 	
                  BORROWERS:

                
	 	 
	 	
                  Parent:

                
	 	
                  Orleans
      Homebuilders, Inc., a Delaware corporation

                
	 	 
      
	 	
                  By:

                	
                  /s/ Lawrence J. Dugan

                
	 	 
      	
                  Lawrence
      J. Dugan

                
	 	 
      	
                  Vice
      President

                
	 	 
      	 
      
	 	
                  Master
      Borrower:

                
	 	
                  Greenwood
      Financial Inc., a Delaware corporation

                
	 	 
      
	 	
                  By:

                	
                  /s/ Lawrence J. Dugan

                
	 	 
      	
                  Lawrence
      J. Dugan

                
	 	 
      	
                  Vice
      President

                
	 	 
      
	 	
                  Other
      Borrowers:

                
	 	
                  OHB
      Homes, Inc.

                
	 	
                  Orleans
      Corporation

                
	 	
                  Orleans
      Corporation of New Jersey

                
	 	
                  Orleans
      Construction Corp.

                
	 	
                  Parker
      & Lancaster Corporation

                
	 	
                  Parker
      & Orleans Homebuilders, Inc.

                
	 	
                  Sharp
      Road Farms, Inc.

                
	 	
                  Community
      Management Services Group, Inc.

                
	 	
                  OHI
      Financing, Inc.

                
	 	
                  Orleans
      Arizona, Inc.

                
	 	 
      
	 	
                  By:

                	
                  /s/ Lawrence J. Dugan

                
	 	 
      	
                  Lawrence
      J. Dugan

                
	 	 
      	
                  Vice
      President

                


        

      

    

    


    (Signature
Page to DIP Security Agreement)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 	
                Masterpiece
      Homes, LLC

              
	 	
                OPCNC,
      LLC

              
	 	
                Orleans
      at Bordentown, LLC

              
	 	
                Orleans
      at Cooks Bridge, LLC

              
	 	
                Orleans
      at Covington Manor, LLC

              
	 	
                Orleans
      at Crofton Chase, LLC

              
	 	
                Orleans
      at East Greenwich, LLC

              
	 	
                Orleans
      at Elk Township, LLC

              
	 	
                Orleans
      at Evesham, LLC

              
	 	
                Orleans
      at Hamilton, LLC

              
	 	
                Orleans
      at Harrison, LLC

              
	 	
                Orleans
      at Hidden Creek, LLC

              
	 	
                Orleans
      at Jennings Mill, LLC

              
	 	
                Orleans
      at Lambertville, LLC

              
	 	
                Orleans
      at Lyons Gate, LLC

              
	 	
                Orleans
      at Mansfield, LLC

              
	 	
                Orleans
      at Maple Glen, LLC

              
	 	
                Orleans
      at Meadow Glen, LLC

              
	 	
                Orleans
      at Millstone, LLC

              
	 	
                Orleans
      at Millstone River Preserve, LLC

              
	 	
                Orleans
      at Moorestown, LLC

              
	 	
                Orleans
      at Tabernacle, LLC

              
	 	
                Orleans
      at Upper Freehold, LLC

              
	 	
                Orleans
      at Wallkill, LLC

              
	 	
                Orleans
      at Westampton Woods, LLC

              
	 	
                Orleans
      at Woolwich, LLC

              
	 	
                Orleans
      Arizona Realty, LLC

              
	 	
                Orleans
      DK, LLC

              
	 	
                Parker
      Lancaster, Tidewater, L.L.C.

              
	 	
                Wheatley
      Meadows Associates, LLC

              
	 	
                OHI
      PA GP, LLC

              
	 	
                RHGP,
      LLC

              
	 	 
      
	 	
                By:

              	
                /s/ Lawrence J. Dugan

              
	 	 
      	
                Lawrence
      J. Dugan

              
	 	 
      	
                Vice
      President

              


      

    

    


    (Signature
Page to DIP Security Agreement)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 	
                    Brookshire
      Estates, L.P. (f/k/a Orleans at Brookshire Estates,
  L.P.)

                  
	 	
                    Orleans
      at Falls, LP

                  
	 	
                    Orleans
      at Limerick, LP

                  
	 	
                    Orleans
      at Lower Salford, LP

                  
	 	
                    Orleans
      at Thornbury, L.P.

                  
	 	
                    Orleans
      at Upper Saucon, L.P.

                  
	 	
                    Orleans
      at Upper Uwchlan, LP

                  
	 	
                    Orleans
      at West Bradford, LP

                  
	 	
                    Orleans
      at West Vincent, LP

                  
	 	
                    Orleans
      at Windsor Square, LP

                  
	 	
                    Orleans
      at Wrightstown, LP

                  
	 	
                    Stock
      Grange, LP

                  
	 	
                    By:

                  	
                    OHI
      PA GP, LLC, sole General Partner

                  
	 	 
      	 
      
	 	 
      	
                    By:

                  	
                    /s/ Lawrence J. Dugan

                  
	 	 
      	
                    Lawrence
      J. Dugan

                  
	 	 
      	
                    Vice
      President

                  
	 	 
      	 
      
	 	
                    Orleans
      RHIL, LP

                  
	 	
                    Realen
      Homes, L.P.

                  
	 	
                    By:

                  	
                    RHGP,
      LLC, sole General Partner

                  
	 	 
      	
                    By:

                  	
                    Orleans
      Homebuilders, Inc.,

                  
	 	 
      	 
      	
                    Authorized
      Member

                  
	 	 
      	 
      
	 	 
      	 
      	
                    By:

                  	
                    /s/ Lawrence J. Dugan

                  
	 	 
      	 
      	 
      	
                    Lawrence
      J. Dugan

                  
	 	 
      	 
      	 
      	
                    Vice
      President

                  


          

        

      

    

     

    (Signature
Page to DIP Security Agreement)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 	WELLS
      FARGO BANK, NATIONAL ASSOCIATION,
	 	as
      Agent on behalf of itself and the other Lenders and as
	 	Secured
      Party
	 	 
	 	
                        By:

                      	
                        /s/ Nathan R. Rantala

                      
	 	
                        Name: 

                      	
                        Nathan R. Rantala

                      
	 	
                        Title:

                      	
                        Director

                      


              

            

          

        

      

    

    


    (Signature
Page to DIP Security Agreement)