Common use of Security Interest Clause in Contracts

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this AgreementAgreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Sale Agreements and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders but and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the fact that they are unenforceable or not allowable due Borrower to file UCC-3 termination statements and such other documents as the existence of a bankruptcy, reorganization or similar proceeding involving Borrower shall reasonably request to evidence such Borrowertermination.

Security Interest. Each Borrower As of the date of the Loan Agreement as security to ensure the full and timely repayment of the Loan Amount, the Founder hereby assigns creates and pledges grants to the Administrative AgentSubsidiary for its benefit, for and its successors and assigns, a security interest in the ratable shares held by the Founder in Exxx Xxxxx Holdings Ltd. The shares subject to the security interest are referred to as the “Pledged Founder Shares”. In the event of any default in repayment of the Loan Amount, the Subsidiary shall be entitled to take possession of the Pledged Founder Shares and, with respect to the Pledged Founder Shares only, to exercise any and all rights afforded to a secured party under any applicable law. In furtherance of the above, the Pledged Founder Shares shall be stamped with a legend, as of the date hereof, stating that such securities have been pledged to the benefit of the LendersSubsidiary. In addition, and hereby grants the Founder undertakes to execute any document required to register the Administrative Agent, for the ratable benefit pledge of the LendersPledged Founder Shares with the Israeli Registrar of Pledges. The Subsidiary hereby represents, a first priority security interest warrants and agrees that in all of such Borrowerthe event that the Loan Amount will not be repaid in full for any reason whatsoever, the Subsidiary’s right, title and interest in and to sole remedy shall be the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of foreclosure upon the Pledged Founder Shares. The Subsidiary hereby irrevocably waives any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower other rights it may have both in law and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise equity with respect to any default in repayment of the foregoing Collateral; all cash proceeds of Loan Amount (“Default”), and releases and forever discharges the Collateral; Founder from any and all books actions, causes of account action, suits, debts, dues, claims, liabilities, complaints and recordsdemands whatsoever, including all computer software relating thereto. This Agreement secures the payment however referred to and of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoingany kind and/or nature, this Agreement secures the payment of all amounts that constitute part of the Obligations both in law and would be owed by each Borrower equity, with respect to such Default, except with respect to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerPledged Founder Shares.”

Security Interest. Each Borrower hereby To secure the payment and performance of the Obligations, the Debtor grants the Secured Party a security interest (the “Security Interest”) in, and assigns and pledges to the Administrative AgentSecured Party, for the ratable benefit following property (called the “Collateral”): All inventory of the LendersDebtor, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all returns of such Borrower’s rightinventory, and all warehouse receipts, bills of lading and other documents of title and interest in and to the Collateral (subject to Liens permitted by this Agreement)covering such inventory, whether now existing or hereafter arising, whether now owned or hereafter acquired by such Borroweracquired; All equipment of the Debtor, including but not limited to all proceeds accessions, accessories, attachments, fittings, increases, parts, repairs, returns, renewals and substitutions of all or any part thereof, and all warehouse receipts, bills of lading and other documents covering such equipment, whether now existing or hereafter arising, whether now owned or hereafter acquired; All accounts (including but not limited to all health-care-insurance receivables), instruments, chattel paper, investment property, letter of credit rights, letters of credit, other rights to payment, documents, deposit accounts, money, patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names, other names, software, payment intangibles, and other general intangibles of the Debtor, together with all good will related to the foregoing property and all rights, liens, security interests and other interests which the Debtor may at any time have by law or agreement against any account debtor, issuer or obligor obligated to make any such payment or against any of the property of such account debtor, issuer, or obligor, and all supporting obligations relating to the foregoing, whether now existing or hereafter arising, whether now owned or hereafter acquired; All other assets of the Debtor, not described above; and All products and proceeds of the foregoing or hereinafter-described Collateral (includingproperty, including without limitationlimitation all accounts, instruments, chattel paper, investment property, letter of credit rights, letters of credit, other rights to payment, documents, deposit accounts, money, insurance proceeds that constitute property of the types described herein) and, and general intangibles related to the extent not otherwise includedforegoing property, and all policies refunds of insurance on any property of such Borrower and premiums due or to become due under all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of policies covering the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerproperty.

Security Interest. Each Borrower hereby assigns This Security Deed is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Grantee a first priority security interest in all of such Borrower’s right, title and interest in and sums on deposit with Grantee pursuant to the Collateral provisions of Sections 1.6, 1.7, 1.8 and 1.35 hereof or any other Section hereof and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof (subject said property is hereinafter referred to Liens permitted by this Agreementcollectively as the "Collateral"), whether now owned or hereafter acquired not the same shall be attached to the Real Estate or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Real Estate and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Grantor's leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Grantor. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Grantor and no material leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Grantee. Grantor shall, from time to time upon the request of Grantee, supply Grantee with a current inventory of all amounts that constitute part of the Obligations and would be owed by each Borrower property in which Grantee is granted a security interest hereunder, in such detail as Grantee may require. Grantor shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Security Deed when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Grantee, remove from the Real Estate or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of this Security Deed except such as is replaced by an article of equal suitability and value a bankruptcyabove provided, reorganization owned by Grantor free and clear of any lien or similar proceeding involving such Borrower.security interest except that created by this Security Deed and the other Loan Documents and except as otherwise expressly permitted by the terms of Section 1.13

Security Interest. Each Borrower hereby assigns The due and pledges punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the Administrative Agentextent permitted by law), for on the ratable benefit Notes and performance of all other obligations of the Lenders, Issuers and hereby grants the Guarantors to the Administrative Agent, for Holders of Notes or the ratable benefit of Trustee under this Indenture and the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral Notes (including, without limitation, proceeds that constitute property the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the types described herein) andSecurity Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the extent not otherwise includedTrustee and the Collateral Agent the security interest in the Collateral contemplated hereby, all policies by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of insurance on this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuers and the Guarantors will take any property of such Borrower and all payments actions required under the Security Documents to cause the Security Documents to create and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofmaintain, as security for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting Issuers and the generality Guarantors hereunder, a valid and enforceable perfected First Priority Lien in and on all the Collateral (subject to the Intercreditor Agremeent), in favor of the foregoingCollateral Agent for the benefit of itself, this Agreement secures the payment Trustee and the Holders of Notes, superior to and prior to the rights of all amounts that constitute part of the Obligations third Persons and would be owed by subject to no Liens, in each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcycase, reorganization or similar proceeding involving such Borrowerother than Permitted Liens (excluding Permitted Liens described in Section 4.12(a)).

Security Interest. Each (a) As security for the payment and performance of any and all of the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by the Borrower to the Lender, the Borrower hereby assigns and pledges to the Administrative Agent, for Lender and gives the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in and general Lien upon and right of set-off against, all of such Borrower’s right, title and interest of the Borrower in and to the Collateral (subject to Liens permitted by this Agreement)Collateral, whether now owned or hereafter acquired by such the Borrower, wherever located. As further assurance for the payment and performance of the Indebtedness, Borrower hereby assigns to Lender all sums, including all returned or unearned premiums, which may become payable under any policy of insurance on the Collateral, and Borrower hereby directs each insurance company issuing any such policy to make payment of such sums directly to Lender, subject to prior interests noted in this Agreement. (b) Except as herein or by applicable law otherwise expressly provided, the Lender shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any rights therein against prior parties, and the Borrower agrees to take such steps. In any case the Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Lender to take and the Lender's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Lender of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of the Lender's options, powers or rights under this Agreement or otherwise arising. (c) The Lender may at any time and from time to time, with or without notice to the Borrower, (i) transfer into the name of the Lender or the name of the Lender's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to the Lender of any amounts due or to become due thereon and (iii) receive and after a default direct the disposition of any proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.45.2

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the Administrative Agentfollowing, for whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Letter-of-Credit Rights, Supporting Obligations, Receivables, General Intangibles (other than Borrower's Intellectual property as set forth below), Payment Intangibles (other than Borrower's Intellectual Property as set forth further below), all of Borrower's Deposit Accounts, and all money, and all property now or at any time in the ratable benefit future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the Lendersforegoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. Upon the occurrence and during the continuance of an Event of Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), with such writing to be in form and substance satisfactory to Silicon. The Collateral does not include: Any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borroweracquired.

Security Interest. Each Borrower hereby assigns This Deed of Trust is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority security interest in in, all sums on deposit with Lender pursuant to the provisions of such Article III hereof or any other Section hereof or of any other Loan Document and Borrower’s right, title and interest in all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof, provided that Lender shall have no security interest in, or any other rights to, any insurance proceeds derived from insurance coverage not expressly required by Lender pursuant to Section 2.3 (said property is hereinafter referred to collectively as the Collateral (subject to Liens permitted by this Agreement“Collateral”), whether now owned or hereafter acquired not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Premises and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Borrower’s leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Borrower. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Borrower and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall, from time to time upon the request of Lender (which request shall not be made more often than once during any twelve (12) month period unless an Event of Default shall have occurred), supply Lender with a current inventory of all amounts that constitute part of the Obligations and would be owed by each property in which Lender is granted a security interest hereunder, in such detail as Lender may reasonably require. Borrower shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Deed of Trust when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, remove from the Premises or the Improvements any of the Lenders but Collateral subject to the lien or security interest of this Deed of Trust except (i) such as is replaced by an article of equal suitability and value as above provided, owned by Borrower free and clear of any lien or security interest except that created by this Deed of Trust and the other Loan Documents, or (ii) such that is not reasonably necessary for the fact that they are unenforceable effective operation of the Property. All of the Collateral shall be kept at the location of the Premises except as otherwise required by the terms of the Loan Documents. Borrower shall not use any of the Collateral in violation of any applicable statute, ordinance or not allowable due insurance policy. This Deed of Trust constitutes a financing statement filed as a fixture filing pursuant to the existence provisions of Division 9 of the California Commercial Code, with respect to those portions of the Premises consisting of goods which are or are to become fixtures relating to the Premises. Borrower grants to Lender a bankruptcysecurity interest in all existing and future goods which are now or in the future become fixtures relating to the Premises and proceeds thereof. Borrower covenants and agrees that the filing of this Deed of Trust in the real estate records of the county where the Premises are located shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 of the California Commercial Code. Without the prior written consent of Lender, reorganization Borrower shall not create or similar proceeding involving suffer to be created pursuant to the California Commercial Code, any other security interest in such Borroweritems, including replacements and additions thereto, other than as permitted pursuant to the terms of the Loan Documents.

Security Interest. Each Borrower hereby assigns (a) The due and pledges to the Administrative Agent, for the ratable benefit punctual payment of the LendersObligations on the Securities and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and hereby grants to interest on the Administrative Agentoverdue principal of, for the ratable benefit of the Lenderspremium, a first priority security interest in all of such Borrower’s rightif any, title and interest (including interest and other Obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in and to the Collateral (subject to Liens permitted by this Agreementsuch proceeding), whether now owned or hereafter acquired by such Borroweron the Securities, including all proceeds of any the Subsidiary Guarantees and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower performance and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations other obligations of the Borrowers now Company and the Subsidiary Guarantors to the Holders or hereafter existing the Trustee and the Collateral Trustee under the Note Documents, according to the terms hereunder or arisingthereunder, are secured as provided in the Security Documents. Without limiting the generality In furtherance of the foregoing, this the Company and each Subsidiary Guarantor (a) have entered into the Collateral Trust Agreement, the Intercreditor Agreement secures and the payment Pledge Agreement and (b) have delivered or will, on or prior to the Issue Date, deliver to the Collateral Trustee (or the Priority Lien Agent in accordance with the Intercreditor Agreement) all certificates and other instruments and documents required under the Pledge Agreement to be delivered to the Collateral Trustee and (c) have authorized or will, on or prior to the Issue Date, authorize the filing, registration and recording of all amounts that constitute part Uniform Commercial Code financing statements required by applicable law to be filed, registered or recorded to perfect the Parity Liens created under the Pledge Agreement to the extent required by the Pledge Agreement, the Intercreditor Agreement and this Indenture. The Company and each of the Obligations Subsidiary Guarantors consent and would agree to be owed bound by each Borrower to the Administrative Agent and any terms of the Lenders but Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company and the Subsidiary Guarantors hereby agree that, subject to Section 10.6, the Intercreditor Agreement and the Collateral Trust Agreement, the Collateral Trustee shall hold the Collateral on behalf of and for the fact that they are unenforceable or not allowable due to benefit of all of the existence Holders and the other holders of a bankruptcy, reorganization or similar proceeding involving such BorrowerParity Lien Obligations.

Security Interest. Each Borrower To secure the prompt payment to Laurus of the Obligations, Company hereby assigns assigns, pledges and pledges grants to Laurus a continuing security interest in and Lien upon all of the Collateral. All of Company's Books and Records relating to the Administrative AgentCollateral shall, until delivered to or removed by Laurus, be kept by Company in trust for Laurus until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Company shall be deemed to include the foregoing grant, whether or not the same appears therein. Company hereby (i) authorizes Laurus to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the UCC for the ratable benefit sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Laurus to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Company acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Laurus and agrees that it will not do so without the prior written consent of Laurus, subject to Company's rights under Section 9-509(d)(2) of the Lenders, and UCC. Company hereby grants to Laurus an irrevocable, non-exclusive license (exercisable upon the Administrative Agenttermination of this Agreement due to an occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Company) to use, for the ratable benefit of the Lenderslicense or sublicense any Intellectual Property now owned, a first priority security interest in all of such Borrower’s rightlicensed to, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by Company, and wherever the same may be located, and including in such Borrower, including license access to all proceeds of media in which any and all of the foregoing licensed items may be recorded or hereinafter-described Collateral (includingstored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, without limitation, proceeds that constitute property of the types described herein) and, and to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under that any such insurance (whether license or sublicense is not or will not be in conflict with the Administrative Agent is contractual or commercial rights of any third Person; provided, that such license will terminate on the loss payee thereof, for the ratable benefit termination of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; this Agreement and all books of account and records, including all computer software relating thereto. This Agreement secures the payment in full of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerObligations.

Security Interest. Each Borrower hereby assigns This Mortgage is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Mortgagor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Mortgagee a first priority security interest in all of such Borrowerin, Mortgagor’s right, title and interest (if any) in and all sums on deposit with Mortgagee pursuant to the Collateral provisions of Section 1.6, Section 1.8 and Section 1.34 hereof or any other Section hereof or of any other Loan Document and Mortgagor’s right, title and interest (subject if any) in all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Mortgaged Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof (said property is hereinafter referred to Liens permitted by this Agreementcollectively as the “Collateral”), whether now owned or hereafter acquired not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral consisting of furniture, fixtures and equipment (including, without limitation, proceeds that constitute property “FF&E”) is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Premises and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Mortgagor’s leasehold interest in any of the foregoing Collateral; property which is leased by Mortgagor. Mortgagor shall, from time to time upon the request of Mortgagee, supply Mortgagee with a current inventory of all cash proceeds of the Collateral; and Collateral consisting of FF&E in which Mortgagee is granted a security interest hereunder, in such detail as Mortgagee may reasonably require. Subject to the same being taken care of by the tenant under the Percentage Lease, Mortgagor shall promptly replace all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Collateral subject to the Administrative Agent lien or security interest of this Mortgage when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Mortgagee, remove from the Premises or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcythis Mortgage except such as is replaced by an article of similar suitability and value as above provided, reorganization owned by Mortgagor free and clear of any lien or similar proceeding involving such Borrowersecurity interest except that created by this Mortgage and the other Loan Documents. All of the Collateral shall be kept at the location of the Premises except as otherwise required by the terms of the Loan Documents. Mortgagor shall not use any of the Collateral in violation of any applicable statute, ordinance or insurance policy.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit Paragraph 6 of the Lenders, SIFMA Master is hereby amended and restated in its entirety to read as follows: “(a) Seller hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Buyer a first priority security interest in all of such BorrowerSeller’s right, title title, benefit and interest the Purchased Securities sold in each Transaction entered into under this Agreement and all proceeds thereof (collectively, the “Collateral”) to secure the Seller’s obligations under the Transaction Agreements (the “Secured Obligations”). This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect (subject to Liens permitted notwithstanding any repurchase by this Agreement), whether now owned or hereafter acquired Seller of Purchased Securities under an expiring Transaction and simultaneous purchase by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property Buyer of such Borrower and Purchased Securities under a subsequent Transaction) until all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise unpaid Repurchase Price with respect to outstanding Transactions under this Agreement has been indefeasibly paid in full (without application of any set off or netting). Buyer shall have, with respect to all the Collateral, in addition to all other rights and remedies available to Buyer under the Transaction Agreements, all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. (b) Seller hereby authorizes Buyer to file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect the security interest granted pursuant to the foregoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction. (c) The security interest granted pursuant to the foregoing Collateral; Paragraph 6(a) is released by Buyer at such time when all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, unpaid Repurchase Price with respect to outstanding Transactions under this Agreement secures the has been indefeasibly paid in full (without application of any set off or netting), without further action by any Person. Upon such payment and termination of all amounts that constitute part of the Obligations this Agreement, Buyer hereby agrees, at Seller’s expense, to (x) file appropriate financing statement amendments to reflect such release and would be owed by each Borrower (y) execute and deliver such other documents as Seller may reasonably request to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving further evidence such Borrowerrelease.” -7-

Security Interest. Each Borrower hereby assigns and pledges To secure the prompt payment of all of each Debtor's Obligations (as defined in the Loan Agreement referred to below) to the Administrative AgentSecured Party, for under that certain Loan Agreement between the ratable benefit Secured Party and the Debtors with respect to the loans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and all of the Lendersother Loan Documents (as defined in the Loan Agreement), and each Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a continuing first priority lien and security interest in and right of setoff against all of such Borrower’s rightDebtor's rights, title and interest, including without limitation such Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), in and to the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the "Custodian"): the Fund trust accounts specified in Exhibit A, attached hereto and made a part hereof in the name of the Debtor (collectively the "Securities Account"), together with all of such Debtor's rights, title and interest in and to all securities and financial assets (as such terms are defined in Article 8 of the Collateral UCC) therein and all principal, interest, distributions, dividends (subject to Liens permitted by this Agreementwhether cash or stock), whether now owned income, earnings, cash and other rights at any time received or hereafter acquired by such Borrowerreceivable or otherwise distributed in respect of or in exchange therefor, including and all additions to, all replacements of, all substitutions for, and all proceeds of any and or all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing being sometimes collectively referred to herein as the "Collateral; all cash proceeds " of such Debtor). The Secured Party may also prepare and file on behalf of Debtors appropriate UCC-1 financing statements evidencing the Secured Party's interest in the Collateral under Article 9 of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerUCC.

Security Interest. Each (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Party, including, without limitation, the Aggregate Contingent Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereinafter existing or arising, due or to become due, direct or indirect, the Borrower hereby assigns pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing, first priority security interest in in, and assignment of, all of such the Borrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral (subject to Liens permitted Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit to fully secure any Advances contemplated herein. All of the Lenders)rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, or however, that this definition of “Collateral” does not limit any indemnity warranty or guaranty payable by reason of loss or damage other collateral that may be pledged to or otherwise with respect to secure the Advances under any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerother Transaction Document.

Security Interest. Each To secure the due payment and performance by Borrower of all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, of Borrower to Lender under, arising out of or in any way connected with this Agreement, the Note(s) and all agreements, guaranties, instruments and other documents executed and delivered in connection herewith or therewith, or otherwise, and to secure any other indebtedness, liabilities and obligations of Borrower to Lender, whether now existing or hereafter arising (all hereinafter referred to collectively as the "Obligations"), Borrower hereby assigns assigns, grants, mortgages, pledges, hypothecates, transfers and pledges sets over to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority lien on and security interest in (i) the property of Borrower set forth in the Schedule to the Note(s) (the "Equipment"), together with all accessories, attachments and accessions now or hereafter affixed thereto and all substitutions and replacements of, and proceeds of the foregoing, plus any and all chattel paper, accounts, contract rights and general intangibles arising from the sale, lease or other disposition thereof, including but not limited to insurance proceeds and general intangibles, (ii) any cash or cash equivalents held by Lender on Borrower's behalf, including, without limitation, any refunds, security deposits or undisbursed advances or proceeds arising in connection with any loan or equipment lease (whether given hereunder or otherwise), (iii) all property, tangible or intangible, in which Lender has or may acquire hereafter a security interest, and (iv) all of such Borrower’s right's present and future accounts, title documents, general intangibles, and interest in and to the Collateral (subject to Liens permitted by this Agreement)other personal property, whether now owned or hereafter acquired by such Borrower, including and wherever located (all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of hereinafter referred to as the types described herein) and, "Collateral"). Lender shall not be obligated to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to release its security interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of Collateral until all Obligations of the Borrowers now or hereafter existing or arisingBorrower to Lender are paid and performed in full. Without limiting the generality of the foregoingAny security deposit made by Borrower to Lender, this Agreement secures and not subject to a separate Security Deposit Agreement, shall be held by Lender to secure the payment of all amounts that constitute part and performance of the Obligations and would may not be owed used by each Borrower for any payments due under the Note(s) or this Agreement or any other loan documents. Lender may, but is not obligated to, apply the security deposit to cure any monetary default, and Borrower agrees to immediately restore the Administrative Agent security deposit to its full amount. Except as may otherwise be required by applicable law, the security deposit may be commingled with Lender's other funds and any unapplied portion of the Lenders but for security deposit will be refunded to Borrower without interest only upon full payment and performance of the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerObligations.

Security Interest. Each As security for the prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Administrative AgentLender, for and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the ratable benefit interests of Xxxxxx Xxx and Freddie Mac as set forth in Section 4.02 and in the related Xxxxxx Xxx Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in interest, in, to, and to the Collateral (subject to Liens permitted by this Agreement)under, whether now owned or hereafter acquired by such Borroweracquired, including all proceeds of any and in all of the foregoing following, whether now or hereinafter-described Collateral hereafter existing and wherever located: (includingi) the Pledged Servicing Rights whether or not yet accrued, without limitation, proceeds that constitute property earned due or payable as well as all other present and future rights and interests of the types described hereinBorrower in such Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) andthe Servicing Contracts (other than the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other than the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, to the extent not otherwise includedthat a related Acknowledgement Agreement has been executed, all policies of insurance on any property of such Borrower and all payments rights and proceeds under any such insurance claims thereunder, (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and iv) all books of account and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) (v) the Collection Account and all computer software relating thereto. This Agreement secures amounts on deposit therein, (vi) all amounts to which Lender is entitled to on deposit in the payment of all Obligations Cash Management Account pursuant to the terms of the Borrowers now Intercreditor Agreement and Cash Management Agreement, to the extent applicable to the Pledged Servicing Rights related solely to the Xxxxxx Xxx Lender Contracts, and (vii) all monies due or hereafter existing or arising. Without limiting to become due with respect to the generality foregoing and all proceeds of the foregoingforegoing (collectively, this Agreement secures the payment of all amounts “Collateral”); provided that constitute part of the Obligations and would be owed by each Borrower shall not assign or pledge to the Administrative Agent and Lender, or a grant a security interest in any of the Lenders but for the fact that they are unenforceable Excluded Amounts or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerExcess Yield.

Security Interest. Each Borrower Pledgor hereby unconditionally grants and assigns to the Secured Parties, and pledges their respective successors and permitted assigns, a continuing security interest in and security title to (a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the Loan Agreement, the Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the Agreement Date, and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in Agent all of such Borrower’s its right, title and interest in and to the Collateral (subject Pledged Interests, together with certificates with respect to Liens permitted by this Agreement)Certificated Ownership Interests, whether now owned or hereafter acquired by such Borrowerand undated stock powers endorsed in blank with respect to Certificated Ownership Interests, including all proceeds as security for the payment of any and all of the foregoing Guarantied Obligations of each Pledgor under this Agreement and the Guaranty and any extensions, renewals or hereinafter-described Collateral (amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, proceeds that constitute property all voting, consensual and dividend rights, shall remain in such Pledgor until the occurrence and during the continuance of the types described herein) and, to the extent not otherwise included, all policies an Event of insurance on any property of such Borrower Default and all payments and proceeds under any such insurance (whether or not until the Administrative Agent is the loss payee thereof, for the ratable benefit shall notify such Pledgor of the Lenders), or any indemnity warranty or guaranty payable by reason Administrative Agent’s exercise of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; voting and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower dividend rights to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due Pledged Interests pursuant to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerSection 9 hereof.

Security Interest. Each To secure payment and performance of its Liabilities, each Borrower hereby assigns and pledges grants to the Administrative Agent, for the ratable benefit of Agent, the LendersLenders and the Issuing Bank, a right of setoff against and a continuing security interest (and Rail and Deco hereby confirm, acknowledge, continue and ratify in all respects the right of setoff and security interest granted under the Original Agreement and Security Agreement, respectively, and hereby grants all other Financing Agreements executed in connection therewith) in and to the Administrative Agent, for the ratable benefit all of the Lendersproperty, a first priority security interest and interests in all property, of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement)whether real or personal, whether now owned or hereafter acquired by such BorrowerBorrower and wheresoever located, including all proceeds without limitation: (i) Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) Inventory; (iii) Equipment; (iv) such Borrower's deposit accounts (general or special) with and credits and other claims against Agent or any Lender, or any other financial institution with which such Borrower maintains deposits; (v) such Borrower's monies, and any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute other property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any and interests in property of such Borrower and all payments and proceeds under now or hereafter coming into the actual possession, custody or control of Agent or any such insurance Lender or any agent or affiliate of Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or not the Administrative Agent is the loss payee thereof, for the ratable benefit otherwise); (vi) insurance proceeds of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect relating to any of the foregoing Collateralforegoing; all cash (vii) insurance proceeds relating to any key man life insurance policy covering the life of the Collateralany director, officer, employee or former director, officer or employee of such Borrower; (viii) insurance proceeds relating to business interruption insurance; (ix) books and all books of account and records, including all computer software records relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality to any of the foregoing; and (x) all accessions and additions to, this Agreement secures the payment substitutions for, and replacements, products and proceeds, of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but foregoing; provided, however, that the foregoing property, and interest in property, shall not include the Excluded Property so long as the Excluded Property is collateral for indebtedness of Rail permitted to exist under Subsection 8.2 and the fact Lien thereon is permitted to exist under Subsection 8.1; provided, further, that they are unenforceable immediately and automatically (without the need for any further action) upon the repayment of all of the indebtedness and obligations for which any Excluded Property is collateral, and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Excluded Property shall be Collateral securing the Liabilities, and the Borrowers shall take, or not allowable due cause to the existence be taken, all such actions as Agent may request to assure Agent of a bankruptcy, reorganization or similar proceeding involving its first priority perfected security interest and Lien in such BorrowerExcluded Property.

Security Interest. Each Borrower (a) As security for the performance by the Issuer of all the terms, covenants and agreements on the part of the Issuer to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Note Balance and all Interest in respect of the Notes and all other Issuer Obligations, the Issuer hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such BorrowerIssuer’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Issuer under the Purchase and Sale Agreement and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Lenders but for Secured Parties), all the fact rights and remedies of a secured party under any applicable UCC. The Issuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that they are unenforceable effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or not allowable due performance of any act by any party, and all rights to the existence Collateral shall revert to the Issuer; provided, however, that promptly following written request therefor by the Issuer delivered to the Administrative Agent following any such termination, and at the sole expense of a bankruptcythe Issuer, reorganization the Administrative Agent shall authorize or similar proceeding involving execute, as applicable, and deliver to the Issuer UCC termination statements and such Borrowerother documents as the Issuer shall reasonably request to evidence such termination.

Security Interest. Each Borrower hereby Mortgagor grants and assigns to Mortgagee a security interest to secure payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersSecured Obligations, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such BorrowerMortgagor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing following described personal property in which Mortgagor now or hereinafterat any time hereafter has any interest (“Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-described Collateral (00000000/Xxxxx Xx. 000 obtained from, any governmental entity with respect to the ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance premiums made by Mortgagor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds that constitute property of, and additions and accessions to, any of the types described herein) andforegoing, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments books, records and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect files relating to any of the foregoing Collateral; foregoing. As to all cash proceeds of the Collateral; and all books of account and recordsabove-described personal property which is or which hereafter becomes a “fixture” under applicable law, including all computer software relating theretothis Mortgage constitutes a fixture filing under the South Carolina Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). This Agreement secures the payment of all Obligations For purposes of the Borrowers now or hereafter existing or arising. Without limiting foregoing (i) Mortgagor is the generality “debtor” and its address is as set forth on page 1 of this Mortgage, (ii) the Mortgagee is the “secured party” and its address is as set forth on page 1 of this Mortgage and (iii) the name of the foregoing, this Agreement secures the payment of all amounts that constitute part record owner of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerProperty is Mortgagor.

Security Interest. Each Borrower hereby assigns This Mortgage is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Mortgagor hereby grants to Mortgagee a security interest in, all sums on deposit with Mortgagee pursuant to the Administrative Agentprovisions of Section 1.2, for Section 5.1, Section 5.2 and Section 5.3 hereof or any other Section hereof or of any other Loan Document and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the ratable benefit Mortgaged Property, all renewals, replacements of any of the Lendersaforementioned items, a first priority security interest or articles in all of such Borrower’s right, title and interest substitution therefor or in and addition thereto or the proceeds thereof (said property is hereinafter referred to collectively as the Collateral (subject to Liens permitted by this Agreement“Collateral”), whether now owned or hereafter acquired not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Premises and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Mortgagor’s leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Mortgagor. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Mortgagor and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Mortgagee. Mortgagor shall, from time to time upon the request of Mortgagee, supply Mortgagee with a current inventory of all amounts that constitute part of the Obligations and would be owed by each Borrower property in which Mortgagee is granted a security interest hereunder, in such detail as Mortgagee may reasonably require. Mortgagor shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Mortgage when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Mortgagee, remove from the Premises or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcythis Mortgage except such as is replaced by an article of equal suitability and value as above provided, reorganization owned by Mortgagor free and clear of any lien or similar proceeding involving such Borrowersecurity interest except that created by this Mortgage and the other Loan Documents. All of the Collateral shall be kept at the location of the Premises except as otherwise required by the terms of the Loan Documents. Mortgagor shall not use any of the Collateral in violation of any applicable statute, ordinance or insurance policy.

Security Interest. Each (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders but for and the fact that they are unenforceable other Credit Parties hereunder shall terminate, all without delivery of any instrument or not allowable due performance of any act by any party, and all rights to the existence Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of a bankruptcythe Borrower, reorganization or similar proceeding involving the Administrative Agent shall execute and deliver to the Borrower UCC-3 termination statements and such Borrowerother documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. Each Borrower hereby assigns and pledges As security for its obligations under this Agreement (including any obligation to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants pay liquidated damages to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and Nanogen pursuant to the Collateral (subject to Liens permitted by this Agreement), whether now owned CombiMatrix hereby grants to Nanogen a lien and security interest in the Patents. CombiMatrix and Xxxxxxxxxx agree to cooperate fully with Nanogen in completing and filing a UCC-1 financing statement, and Patent and Trademark Office Form 1595 (a recordation cover sheet and the security agreement) in order to record Nanogen's security interest in the Patents. CombiMatrix hereby warrants and represents that there are no other security interests or hereafter acquired liens against the Patents as of the effective date hereof. Notwithstanding the foregoing, without the necessity of any additional document being executed by such BorrowerNanogen for the purpose of effecting a subordination, including Nanogen's security interest or lien granted hereby shall be automatically subject and subordinate to, at all proceeds of times, any and all licenses of the foregoing any type or hereinafter-described Collateral (includingkind, without limitationwhether exclusive or nonexclusive, proceeds that constitute property of the types described herein) andexpressed or implied, to the extent not otherwise included, all policies of insurance on any property of whether such Borrower and all payments and proceeds under any such insurance (whether licenses presently exist or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)are hereafter executed or granted by CombiMatrix, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise its successor in interest, with respect to rights under the Patents (collectively, the "Licenses"). Any person or entity licensing any rights pursuant to any of the foregoing Collateral; all cash proceeds Licenses (a "Licensee") shall be deemed to be a Licensee in the ordinary course of business in accordance with Section 9321 of the Collateral; California Commercial Code, or any other similar statute. Within ten (10) days of CombiMatrix's, or its successor in interest's, written request, Nanogen, or its successor in interest, shall execute a written subordination agreement, or similar document, that fully and unconditionally subordinates the security interest and/or lien created hereunder to the interests of a Licensee consistent with the provisions of this Paragraph. If the security interest or lien granted hereunder is foreclosed upon, or a conveyance in lieu of foreclosure is made for any reason, Nanogen, or its successor in interest, hereby agrees to honor and be bound by all books Licenses so long as the Licensee performs its material obligations under the License for the benefit of account and recordsNanogen or its successor. However, including all computer software relating theretounless Nanogen or its successor consents in writing, neither Nanogen nor its successor shall be required to perform the affirmative obligations of CombiMatrix under such License. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of If, notwithstanding the foregoing, this Agreement secures any License is terminated as result of Nanogen's, or its successor in interest's, foreclosure, or acceptance of a conveyance in lieu of foreclosure, a new license between Nanogen, or the payment of all amounts that constitute part new owner of the Obligations and would be owed by each Borrower to the Administrative Agent Patent if not Nanogen, and any terminated Licensee shall be deemed created, with no further instrument required, on the same terms as any License that terminated so long as the Licensee is required to perform its material obligations under the License for the benefit of Nanogen or its successor and, unless Nanogen or its successor consents in writing, neither Nanogen nor its successor shall be required to perform the affirmative obligations of CombiMatrix under such License. Nanogen, or the new owner of the Lenders but Patent if not Nanogen, and any terminated Licensee shall execute a new license agreement on the same terms as the particular terminated License, at the request of either so long as the Licensee is required to perform its material obligations under the License for the fact that they are unenforceable benefit of Nanogen or not allowable due its successor and, unless Nanogen or its successor consents in writing, neither Nanogen nor its successor shall be required to perform the existence affirmative obligations of a bankruptcy, reorganization or similar proceeding involving CombiMatrix under such BorrowerLicense.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to Lender, the Administrative Agent, for the ratable benefit of the Lenderssecured party hereunder, a first priority continuing security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all "Collateral" as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the foregoing granting of this security interest, regardless of how they arise or hereinafter-described Collateral (by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, proceeds all interest, other fees and expenses (all hereinafter called "Obligations"). The Collateral includes the following property that constitute property Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the types described hereinUniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) andgrants includes all accessions, to attachments, accessories, parts, supplies and replacements for the extent not otherwise includedCollateral, all policies of insurance on any property of such Borrower products, proceeds and collections thereof and all payments records and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software data relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed Lender disclaims any security interest in household goods in which Lender is forbidden by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of law from taking a bankruptcy, reorganization or similar proceeding involving such Borrowersecurity interest.

Security Interest. Each As collateral security for the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations, the Borrower hereby assigns assigns, pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, as agent for the ratable benefit of the LendersSecured Parties, a first first-priority lien on and security interest in all of such the Borrower’s right, title and interest in in, to and to under (but none of its obligations under) the Collateral (subject to Liens permitted by this Agreement)Collateral, whether now existing or owned or hereafter arising or acquired by such the Borrower, including and wherever located. The Borrower hereby authorizes the Administrative Agent, as agent for the Secured Parties, to file an “all proceeds assets” financing statement to evidence the security interest granted in the Collateral hereunder. The assignment under this Section 6.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, the Managing Agents or any of the Secured Parties of any and obligation of the Borrower or any other Person in connection with any or all of the foregoing Collateral or hereinafter-described Collateral under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (including, without limitation, proceeds that constitute property of a) the types described herein) and, Borrower shall remain liable under the Transferred Loans 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 otherwise includedbeen executed, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not b) the exercise by the Administrative Agent is the loss payee thereofAgent, as agent for the ratable benefit Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Lenders)Administrative Agent, the Managing Agents or any indemnity warranty Secured Party shall have any obligations or guaranty payable liability under the Collateral by reason of loss this Agreement, nor shall the Administrative Agent, the Managing Agents or damage any Secured Party be obligated to or otherwise with respect to perform any of the foregoing Collateral; all cash proceeds obligations or duties of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the Borrower thereunder or to take any action to collect or enforce any claim for payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerassigned hereunder.

Security Interest. Each Borrower hereby assigns and pledges to In the Administrative Agentevent of a default that has not been cured within 3 business days, for the ratable benefit of the Lenders, and borrower hereby grants to Lender, the Administrative Agent, for the ratable benefit of the Lenderssecured party hereunder, a continuing security interest subject to the first priority security interest in all of such Borrower’s right, title and interest granted to Cedar Advance LLC (“Cedar Interest”) in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the foregoing granting of this security interest, regardless of how they arise or hereinafter-described Collateral (by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, proceeds all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that constitute property Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software (m) as-extracted collateral as such terms may from time to time be defined in the types described hereinUniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) andgrants includes all accessions, to attachments, accessories, parts, supplies and replacements for the extent not otherwise includedCollateral, all policies of insurance on any property of such Borrower products, proceeds and collections thereof and all payments records and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software data relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed Lender disclaims any security interest in household goods in which Xxxxxx is forbidden by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of law from taking a bankruptcy, reorganization or similar proceeding involving such Borrowersecurity interest.

Security Interest. Each Borrower hereby assigns To secure the due and pledges punctual payment of all liabilities, whether actual or contingent (“Liabilities”), of the Fund to the Administrative AgentCustodian now or hereafter arising or incurred under or in connection with this Agreement, for the ratable benefit of the Lenders, and Fund hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Custodian a first priority security interest in (i) all of such Borrowerthe Fund’s rightcash, title deposit accounts, securities and interest in other investment property, and to the Collateral (subject to Liens permitted by this Agreement)other assets, whether now owned existing or hereafter acquired by such Borroweror created, including in the possession or under the control of any of the Custodian and its agents, affiliates and subcustodians and (ii) any and all proceeds of any and all of thereof (collectively, the foregoing or hereinafter-described Collateral (including“Collateral”). The Liabilities include, without limitation, proceeds that constitute property (a) the obligations of the types described herein) and, Fund to the extent not otherwise included, all policies Custodian in relation to any advance of insurance on cash or securities for any property of such Borrower and all payments and proceeds under any such insurance purpose; (whether or not b) the Administrative Agent is the loss payee thereof, for the ratable benefit obligations of the Lenders)Fund to the Custodian (in its capacity as foreign exchange provider or otherwise) in relation to any spot or forward foreign exchange contracts or any other foreign exchange contract or facility entered into with the Fund; and (c) the obligations of the Fund to reimburse the Custodian for any taxes, interest, charges, expense, assessments, or any indemnity warranty other liabilities that may be assessed against or guaranty payable by reason imposed on the Custodian under or in connection with this Agreement, except such Liabilities as may arise from the Custodian’s own fraud, negligence or willful misconduct in the performance of loss or damage its duties hereunder. In the event that the Fund fails to or otherwise with respect to satisfy any of the foregoing Collateral; all cash proceeds Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral; , in addition to all other rights and all books remedies arising hereunder or under applicable law, the rights and remedies of account and records, including all computer software relating thereto. This Agreement secures a secured party under the payment Uniform Commercial Code of all Obligations The Commonwealth of the Borrowers now or hereafter existing or arisingMassachusetts. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower prejudice to the Administrative Agent Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell or otherwise realize any such Collateral and to apply the money or other proceeds and any other monies credited to the cash accounts in satisfaction of such Liabilities. The Fund acknowledges that, in the Custodian exercising any such rights or remedies against any of the Lenders but Collateral, it will be commercially reasonable for the fact that they are unenforceable Custodian (i) to accelerate or not allowable due cause the acceleration of the maturity of any fixed term deposits comprised in the Collateral and (ii) to effect such currency conversions as may be necessary at its current rates for the existence sale and purchase of a bankruptcy, reorganization or similar proceeding involving such Borrowerthe relevant currencies.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt and unconditional payment and performance of the LendersObligations, the Debtor hereby pledges, hypothecates, assigns, collaterally assigns, charges, mortgages, delivers, and transfers to Lender, and hereby grants to the Administrative AgentLender a lien and security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such BorrowerDebtor’s right, title title, and interest in and to the Collateral (subject Collateral. The Debtor does further grant to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any Lender a continuing lien and security interest upon all of the Debtor’s money and any other property and the proceeds thereof, now or hereafter actually or constructively held or received by Lender for any purpose, including but not limited to, collection, custody, pledge, and transmission. For sake of clarity and without limiting the generality of the foregoing grants, the foregoing grants include a collateral assignment of all of the GEL Transaction Documents and the other Key Agreements, including without limitation, all present or hereinafter-described future crude oil marketing agreements or similar arrangements providing for the marketing, storage, processing, purchase and sale of crude oil or other products at or with respect to the Xxxxx Refinery or the site on which it is located. Anything herein to the contrary notwithstanding: (a) the Debtor will remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of their duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of its rights hereunder will not release Debtor from any of its duties or obligations under any such contracts or agreements included in the Collateral; and (c) Lender will not have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Agreement, nor will Lender be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Notwithstanding anything to the contrary contained herein or any of the other Loan Documents, if at any time all or any part of any payment theretofore applied by Lender to any of the Obligations is or must be rescinded or returned by Lender for any reason whatsoever (including, without limitation, proceeds that constitute property the insolvency, bankruptcy, reorganization or other similar proceeding of the types described herein) andDebtor or any other Person), such Obligations shall, for purposes of this Agreement, to the extent not otherwise includedthat such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by Lender or any termination agreement or release provided to Debtor, and this Agreement (including the grants in Section 3) shall continue to be effective or reinstated, as the case may be, as to such Obligations, all policies of insurance on any property of as though such Borrower and all payments and proceeds under any such insurance (whether or application by Lender had not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerbeen made.

Security Interest. Each Borrower hereby assigns This Security Deed is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Grantee a first priority security interest in all of such Borrower’s right, title and interest in and sums on deposit with Grantee pursuant to the Collateral provisions of Sections 1.6, 1.7 and 1.8 hereof or any other Section hereof and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof (subject said property is hereinafter referred to Liens permitted by this Agreementcollectively as the "Collateral"), whether now owned or hereafter acquired not the same shall be attached to the Real Estate or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Real Estate and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Grantor's leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Grantor. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Grantor and no material leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Grantee. Grantor shall, from time to time upon the request of Grantee, supply Grantee with a current inventory of all amounts that constitute part of the Obligations and would be owed by each Borrower property in which Grantee is granted a security interest hereunder, in such detail as Grantee may require. Grantor shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Security Deed when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Grantee, remove from the Real Estate or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcythis Security Deed except such as is replaced by an article of equal suitability and value as abov provided, reorganization owned by Grantor free and clear of any lien or similar proceeding involving such Borrower.security interest except that created by this Security Deed and the other Loan Documents and except as otherwise expressly permitted by the terms of Section 1.13

Security Interest. Each Borrower To evidence the purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby assigns and pledges grant to Purchaser, in the Administrative Agent, for the ratable benefit name of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersPurchaser or its duly authorized representative, a first priority priority, continuing security interest (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the UCC, as amended, whether now or hereafter owned or acquired by Merchant (and/or any subsidiary or other person or entity whose accounts are included in Receivables) and wherever located; (iii) all “proceeds” of such property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the UCC; (iv) upon a Material Breach, the assets, business property and collateral of any Other Business, Successor Company or Guarantor; and (v) any additional collateral as may be mutually agreed between Merchant and/or any Guarantor, on the one hand, and Purchaser, on the other hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the UCC for purposes of creating and perfecting the foregoing security interest. Mxxxxxxx hereby authorizes Purchaser to make any UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) at any time with any governmental agency and/or office (including the office of the Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Collateral as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the UCC and applicable law against Merchant and/or Guarantor, including without limitation, placing a “hold” on Merchant’s credit card processing accounts, the costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will not pledge, grant, transfer or otherwise encumber any security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect its Receivables to any other person or entity until Purchaser has received the Amount Sold, plus any assessed fees and Costs of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and recordsCollection, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed other than in connection with a financing approved by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerPurchaser in writing beforehand.

Security Interest. Each Borrower hereby assigns To secure the due and pledges to prompt payment of all Overdrafts, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Administrative AgentCustodian on behalf of a Fund in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from the ratable benefit of the LendersCustodian’s negligence or willful misconduct, and hereby each Fund grants to the Administrative Agent, for the ratable benefit of the Lenders, Custodian a first priority security interest in all of such Borrowerthat particular Fund’s right, title securities and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether other Assets now owned or hereafter acquired by such Borrower, including in the possession of the Custodian and all proceeds of thereof, excluding, however, Assets segregated in a segregated account as set forth in Section 2.24 hereof (collectively, the “Collateral”). The Fund shall promptly reimburse the Custodian for any and all of such Liabilities. In the foregoing or hereinafter-described Collateral (including, without limitation, proceeds event that constitute property of the types described herein) and, a Fund fails to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to satisfy any of the foregoing Collateral; all cash proceeds Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral; , in addition to all other rights and all books remedies arising hereunder or under local law, the rights and remedies of account and records, including all computer software relating thereto. This Agreement secures a secured party as provided under the payment of all Obligations of Uniform Commercial Code in existence at the Borrowers now or hereafter existing or arising. Without limiting time the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Fund fails to the Administrative Agent and satisfy any of the Lenders but for the fact that they are unenforceable or not allowable due Liabilities. Without prejudice to the existence Custodian’s rights under applicable law, the Custodian shall be entitled, beginning on the fifth (5th) business day after the Fund has received a notice (including an Overdraft Notice), to withhold delivery of a bankruptcyany Collateral, reorganization sell, set-off, or similar proceeding involving otherwise realize upon or dispose of any such BorrowerCollateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of any Liabilities for which the Custodian has not been reimbursed. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. The Custodian shall promptly notify the appropriate Fund of any action to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral no later than the business day following such action.

Security Interest. Each Borrower hereby assigns This Mortgage is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Mortgagor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Mortgagee a first priority security interest in all of such Borrower’s right, title and interest in and sums on deposit with Mortgagee pursuant to the Collateral provisions of Sections 1.6, 1.7, 1.8 and 1.35 hereof or any other Section hereof and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof (subject said property is hereinafter referred to Liens permitted by this Agreementcollectively as the "Collateral"), whether now owned or hereafter acquired not the same shall be attached to the Real Estate or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Real Estate and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Mortgagor's leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Mortgagor. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Mortgagor and no material leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Mortgagee. Mortgagor shall, from time to time upon the request of Mortgagee, supply Mortgagee with a current inventory of all amounts that constitute part of the Obligations and would be owed by each Borrower property in which Mortgagee is granted a security interest hereunder, in such detail as Mortgagee may require. Mortgagor shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Mortgage when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Mortgagee, remove from the Real Estate or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcythis Mortgage except such as is replaced by an article of equal suitabilit and value as above provided, reorganization owned by Mortgagor free and clear of any lien or similar proceeding involving such Borrower.security interest except that created by this Mortgage and the other Loan Documents and except as otherwise expressly permitted by the terms of Section 1.13

Security Interest. Each Borrower hereby assigns (a) As security for the full, prompt and pledges complete payment and performance by you of all of your obligations to the Administrative Agentus under this Agreement or otherwise including all costs, for expenses, advances and liabilities which may be incurred by us in connection with this Agreement, including reasonable attorneys' fees to enforce the ratable benefit rights of the LendersFranchisor under this Agreement (the "Secured Obligations"), and hereby grants you grant to the Administrative Agent, for the ratable benefit of the Lenders, us a first priority security interest under the applicable Uniform Commercial Code in all of such Borrower’s right, title the state in which the Franchised Business is located and a security interest under any other applicable law in and to the Collateral Business Assets. You will: (subject i) sign any financing statements (including the form attached as Exhibit G to Liens permitted by the FOC) or renewals, substitutions or corrections or other documents, or provide any document, and pay all connected costs necessary to perfect the security interest granted in this Section against the rights or interest of third parties and you appoint us as your true and lawful attorney, and in its name, place and stead, to make, sign, acknowledge and file all documents, instruments and forms, whether notarized or otherwise, which in the opinion of our counsel, are reasonably required to perfect the security interest granted in this Section; (ii) except in the ordinary course of its business, not sell, transfer, assign, mortgage, encumber or otherwise dispose of, or create, assume, or suffer to exist any security interest (other than as created under this Agreement)) in any of the Business Assets; and (iii) at all times keep accurate and complete records of the Business Assets at its place of business and we or any of out agents have the right to call at your place of business at intervals we determine, whether now owned and, without hindrance or hereafter acquired by such Borrowerdelay, including all proceeds to inspect the Business Assets and to inspect, audit, check and make copies and extracts from the books, records, journals, orders, receipts, magnetic computer disks and records, correspondence and other data relating to the Business Assets. Upon the occurrence of any and all Event of Default, we may declare the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)Secured Obligations, or any indemnity warranty of them immediately due and payable without demand or guaranty payable by reason of loss notice, and we may proceed to exercise any one or damage to or otherwise with respect to any more of the foregoing Collateral; all cash proceeds rights or remedies afforded by the applicable Uniform Commercial Code or other applicable law of the Collateral; and all books of account and recordsany jurisdiction, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any other remedies or right provided in this Agreement, all of the Lenders but for the fact that they are unenforceable which may be exercised, cumulatively or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerconsecutively in our sole discretion.

Security Interest. Each As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Transfer and Contribution Agreement and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders but and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the fact that they are unenforceable or not allowable due Borrower to file UCC-3 termination statements and such other documents as the existence of a bankruptcy, reorganization or similar proceeding involving Borrower shall reasonably request to evidence such Borrowertermination.

Security Interest. Each (a) Borrower hereby assigns acknowledges and pledges agrees that the Cash Management Account and the Lockbox Accounts are subject to the Administrative Agentsole dominion, for control and discretion of Lender, its authorized agents or designees, including Lockbox Bank. Borrower shall not have the ratable benefit right of withdrawal with respect to either the Lockbox Account or the Cash Management Account; provided, however, that the foregoing provision shall not be deemed to limit the provision of Section 12.2(b) above. To secure the full and punctual payment of the LendersDebt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, and Borrower hereby grants to Lender a first-priority continuing security interest in the Administrative AgentLockbox Account and Cash Management Account, for and until such time as disbursed therefrom in accordance with the ratable benefit provisions of this Article XII, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investments, and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the Lendersforegoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 12.3(a) as a first priority continuing security interest in all of such Borrower’s and will defend the right, title and interest of Lender in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any Lockbox Account and all of Cash Management Account against the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower claims and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment demands of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerPersons whomsoever.

Security Interest. Each Borrower hereby assigns In order to secure the full and pledges to the Administrative Agent, for the ratable benefit complete payment and performance of the LendersDigex Obligation when due, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest Security Interest in all of such Borrower’s rightDebtor's rights, title titles, and interest interests in and to the Collateral (and pledges, collaterally transfers, and assigns the Collateral to Secured Party, all upon and subject to Liens permitted by the terms and conditions of this Security Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any . Such Security Interest is granted and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent pledge and assignment are made as security only and shall not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)subject Secured Party to, or transfer or in any indemnity warranty way affect or guaranty payable by reason modify, any obligation of loss or damage to or otherwise Debtor with respect to any of the foregoing Collateral; Collateral or any transaction involving or giving rise thereto. The grant contained herein is intended to confer upon Secured Party all cash proceeds rights that a secured creditor may obtain and that may be granted in the FCC Licenses or PUC Certificates under applicable Law as from time to time in effect. If the Law is subsequently changed or clarified, or if the FCC's or PUC's interpretation of existing Law is changed, to permit or further permit the granting of such security interests in licenses issued by the FCC or PUC, then Debtor's FCC Licenses and PUC Certificates, whether now held or hereinafter acquired, shall automatically become subject to the Secured Party's Security Interest to the maximum extent permitted by the Law as then in effect. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral; and all books Collateral is expressly prohibited by any contract, then the Security Interest created hereby nonetheless remains effective to the extent allowed by UCC Section 9-318 or other applicable Law, but is otherwise limited by that prohibition. Notwithstanding anything to the contrary herein or in any other Loan Document, the liability of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Debtor to the Administrative Agent and Lenders under any of Loan Documents shall not exceed the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerDigex Obligation.

Security Interest. Each Borrower (a) The following Lien on the Collateral is hereby assigns granted: As security for the payment or performance, as the case may be, in full of the First Priority Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Administrative AgentCollateral Agent and its successor and assigns, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in in, all of such BorrowerGrantor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) andin, to and under the extent not otherwise included, all policies Collateral. Each Grantor hereby affirms its prior grant of insurance on any property of such Borrower and all payments and proceeds security interests under any such insurance (whether or not the Administrative Agent is the loss payee thereof, Original Agreement for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arisingSecured Parties. Without limiting the generality foregoing, it is expressly understood and agreed that all security interests, assignment and liens granted by the Grantors for the benefit of the foregoingSecured Parties in the Original Agreement are not terminated hereby, this Agreement secures but continue and remain in full force and effect, subject to the payment terms and provisions hereof. Notwithstanding any other provision hereof, if any Principal Property constitutes Collateral, then such Principal Property shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of all amounts that constitute part the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Principal Property without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Principal Property any payments or repayments of the Obligations and would shall not be owed by each Borrower deemed to be applied against, or to reduce, the Administrative Agent and any amount of Restricted Secured Indebtedness that may be secured hereby. The Lien granted hereunder to secure the Lenders but for First Priority Obligations is referred to herein as the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower“Security Interest.”

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Silicon a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired acquired, and wherever located: All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower’s Deposit Accounts, and all money, and all property now or at any time in the future in Silicon’s possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). Notwithstanding the foregoing, provided that (a) no Default or Event of Default has occurred and is continuing, (b) Borrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the “IPO”), (c) immediately following the conclusion of the IPO Borrower has minimum cash (or cash equivalents acceptable to Silicon) liquidity maintained at Silicon of not less than $5,000,000 and (d) Borrower executes and delivers to Silicon, on Silicon’s standard form, a Negative Pledge Agreement regarding the Borrower’s Intellectual Property, Silicon agrees to release its liens on and security interests in all of Borrower’s Intellectual Property. Also notwithstanding the foregoing, the term “Collateral” does not include any license agreements or contract rights (under which Borrower is the licensee, lessee or other similarly situated party) to the extent (i) the granting of a security interest in it would be contrary to applicable law, or (ii) that such rights are nonassignable by their terms (but only to the extent such Borrowerprohibition is enforceable under applicable law, including including, without limitation, Section 9318(4) of the California Uniform Commercial Code) without the consent of the licensor or other party (but only to the extent such consent has not been obtained); nevertheless, the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, any and all proceeds of any and all such license agreements or contract rights to the extent that the assignment or encumbering of the foregoing or hereinafter-described Collateral such proceeds is not so restricted (including, without limitation, the proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under license agreements or contract rights for which any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lendersrequired consent has been obtained), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.

Security Interest. Each Borrower hereby assigns and pledges The Parties hereto intend that, pursuant to the Administrative AgentTrust Agreement, for prior to depositing any assets in the ratable benefit Trust Account, and from time to time thereafter as required, the Reinsurer shall execute or cause the execution of assignments or endorsements in blank, or transfer legal title of all shares, obligations and other assets requiring assignments or endorsements to the Trustee as needed, so that the Ceding Company, or the Trustee upon direction to the Trustee by the Ceding Company, may, whenever necessary pursuant to the terms of the LendersTrust Agreement, negotiate, deliver, transfer, assign or sell any such assets without the consent or signature from the Reinsurer or any other Person. Out of an excess of caution and in order to preserve the arrangements set forth in the Trust Agreement if, notwithstanding the intention of the parties expressed in the Trust Agreement, the Trustee is determined by a Governmental Authority of competent jurisdiction (i) not to have the authority to negotiate, deliver, transfer, assign or sell any assets credited to the Trust Account, in its capacity as Trustee, without the consent or signature from the Reinsurer, or any other Person, or (ii) the transfer of assets by the Reinsurer to the Trust Account shall for any reason be determined by a Governmental Authority of competent jurisdiction to be invalid or ineffective, the Reinsurer hereby grants to the Administrative AgentCeding Company as security for all obligations (whether absolute or contingent, for the ratable benefit matured or unmatured) of the LendersReinsurer to the Ceding Company arising under or in connection with the Transaction Agreements, including all reasonable attorneys’ fees and legal expenses incurred in connection with the collection and enforcement of the Transaction Agreements and security interest created hereunder, in each case, to the extent such obligations are required to be reimbursed to the Ceding Company by the Reinsurer under such Transaction Agreements, a first priority perfected security interest in all of such Borrowerthe Reinsurer’s rightrights, title titles and interest in interests in, to and to under all of the Collateral (subject to Liens permitted by this Agreement)following property, whether now owned or existing or hereafter acquired by such Borroweror arising and wheresoever located (collectively, the “Collateral”): (a) the Trust Account and the assets credited to the Trust Account, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property investment property, securities, investments, 1007933761v22 instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to the Trust Account or (y) otherwise conveyed to the Trustee by the Reinsurer; (b) all cash and other financial assets credited to the Trust Account and all security entitlements (within the meaning of Section 8-102(a) of the types described hereinUCC) andrelated to or arising therefrom; (c) all supporting obligations relating to, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether security interests, mortgages or not the Administrative Agent is the loss payee thereofother liens securing, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; and (d) all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, and agrees that this Agreement secures shall constitute a security agreement made by the payment of all amounts that constitute part Reinsurer in favor of the Obligations Ceding Company under applicable Law. Any amounts withdrawn from the Trust Account in accordance with the Trust Agreement shall be automatically released from, and would be owed by each Borrower withdrawn free and clear of, any security interest created herein. The Reinsurer hereby authorizes the Ceding Company to file any and all UCC-1 Financing Statements with respect to the Administrative Agent Collateral, and any and all amendments, assignments and continuation statements with respect thereto, that are deemed necessary or desirable by the Ceding Company in order to perfect such security interest in the Collateral. All terms used in this Section 5.9 and defined in the UCC shall have the meanings given to such terms in the UCC. Nothing in this Section 5.9 is intended to affect the validity of, or the transfer of assets into, the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerTrust Account.

Security Interest. Each Borrower As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby unconditionally grants, assigns (or, with respect to the Intellectual Property, collaterally assigns) and pledges to the Administrative Collateral Agent, its successors and assigns, for its own benefit and the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lendersother Credit Parties, a first priority continuing security interest in all of such BorrowerGrantor’s right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement)Collateral, whether now owned or hereafter acquired or arising and wherever located (the “Security Interest”). Without limiting the foregoing, each Grantor hereby designates the Collateral Agent as such Grantor’s true and lawful attorney, exercisable by the Collateral Agent whether or not an Event of Default exists, with full power of substitution, at the Collateral Agent’s option, to file or transmit one or more Financing Statements, amendments, continuation statements, or to sign other documents for the purpose of perfecting, confirming, continuing, or protecting the Security Interest granted by each Grantor, without the signature of any Grantor (each Grantor hereby appointing the Collateral Agent as such BorrowerPerson’s attorney to sign such Person’s name to any such instrument or document, including whether or not an Event of Default exists), and naming any Grantor or the Grantors, as debtors, and the Collateral Agent, as secured party. Any such financing statement or amendment may indicate the Collateral as “all proceeds assets of the Grantor”, “all personal property of the debtor” or words of similar effect or may describe the Collateral as being of equal or lesser scope or with greater detail, regardless, in each case, of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or may contain any information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any and all of the foregoing financing statements, amendments or hereinafter-described Collateral (including, without limitation, proceeds continuation statements previously filed by Agent in any jurisdiction. Each Grantor acknowledges that constitute property of the types described herein) and, it is not authorized to the extent not otherwise included, all policies of insurance on file any property of such Borrower and all payments and proceeds under any such insurance (whether financing statement or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), amendment or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise termination statement with respect to any Financing Statement filed in connection with this Agreement without the prior written consent of the foregoing Collateral; all cash proceeds Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerUCC.

Security Interest. Each Borrower hereby assigns It is the intention of the parties hereto that Client's transfer of Receivables to BofA shall constitute a sale and pledges assignment, which sale and assignment shall be absolute, irrevocable and without recourse (other than with respect to the Administrative Agent, for limited repurchase obligations provided herein) and shall provide BofA with the ratable benefit full benefits of ownership of the LendersPurchased Receivables. Notwithstanding the foregoing, and hereby grants to protect BofA in the event that any transfer of Purchased Receivables is deemed by a court, contrary to the Administrative Agent, for the ratable benefit express intent of the Lendersparties, to constitute a first priority pledge rather than a sale and assignment of such Purchased Receivables, Client does hereby grant to BofA a security interest in and lien upon all of such Borrower’s Client's right, title and interest in and to the Collateral Purchased Receivables and all proceeds thereon (subject the "Collateral") to Liens permitted secure a debt (Client's return to BofA of the Purchase Price paid by BofA for the Purchased Receivables) or any of Client's obligations to BofA under this Agreement). Client agrees to comply with all appropriate laws in order to perfect BofA's security interest in and to the Collateral, whether now owned to execute any financing statements, continuations thereof, amendment thereto or hereafter acquired by additional documents as BofA may require. Client hereby authorizes BofA to prepare and file such Borrowerfinancing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as BofA may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Client shall not (a) alter its corporate existence or, including in one transaction or in a series of transactions, merge into or consolidate with any other entity, or sell all proceeds or substantially all of its assets, (b) change its state of incorporation or formation or (c) change its registered corporate name, without, in each case, (i) providing 30 days prior written notice to BofA, (ii) providing such information as BofA may reasonably require in order to allow BofA to file appropriate amendments to any previously filed financing statements and (iii) executing any such additional documents as BofA may reasonably require in order to protect its rights and remedies hereunder. The occurrence and continuation of any and Event of Default shall entitle BofA to all of the foregoing or hereinafter-described Collateral default rights and remedies (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality other rights and remedies exercisable by BofA either prior or subsequent to an Event of Default) as available to a secured party under the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and Uniform Commercial Code in effect in any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerapplicable jurisdiction.

Security Interest. Each Borrower As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns grants, mortgages, pledges, hypothecates and pledges transfers to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the LendersSecured Parties, a first priority security interest in in, all of such Borrower’s Grantor's right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or at any time hereafter acquired by such BorrowerGrantor or in which such Grantor now has or any time in the future may acquire any right, title or interest, in, to and under the Collateral (the "Security Interest"). Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings), and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including all proceeds (a) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (b) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. The Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and all of naming any Grantor or the foregoing or hereinafter-described Grantors as debtors and the Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borroweras secured party.

Security Interest. Each Borrower hereby assigns To secure the prompt payment and pledges performance to the Administrative Agent, for the ratable benefit Lender of all of the LendersObligations, and each Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in the Collateral. No Borrower is authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for (a) non-exclusive licenses and similar arrangements for the use of the property of such Borrower in the ordinary course of business, other licenses that would not result in a legal transfer of title of the licensed property but that may be exclusive, or licenses or transfers under such Borrower’s source code escrow arrangements, (b) sales or disposal of surplus, worn-out or obsolete equipment or (c) transfers of other assets of any Borrower that do not in the aggregate exceed Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate for all Borrowers during any fiscal year of Parent. For the avoidance of doubt, payments of money by any Borrower for its ordinary course business expenses (such as: the payment, in each case in the ordinary course of such Borrower’s rightbusiness, title of: payroll, rent, debt service, accounts payable, payments to vendors or other third parties for goods provided or services rendered to or on behalf of such Borrower) shall not be considered a sale, assignment, transfer or conveyance restricted by the provisions of this Agreement. Each Borrower agrees to sign any instruments and interest documents reasonably requested by Lender to evidence, perfect, or protect the interests of Lender in the Collateral. Each Borrower agrees to deliver to Lender the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. No Borrower shall grant or permit any lien or security in the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerinterest therein other than Permitted Liens.

Security Interest. Each As collateral security for the payment and performance in full of any and all amounts owing from time to time by the Borrower to the Lender under or in connection with this Note (the “Secured Obligations”), the Borrower hereby pledges, assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority Lien on and security interest in and to all of such Borrower’s the right, title and interest of the Borrower in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (a) the Borrower’s limited liability company interest (the “Interest”) in Voltari Real Estate Holding LLC (the “LLC”); and (b) all proceeds and products of the foregoing, all books and records at any time evidencing or relating to the Collateral (subject to Liens permitted by this Agreement)foregoing, whether now owned or hereafter acquired by such Borrowerall supporting obligations related thereto, including and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any and all proceeds of any and all of the foregoing or hereinafter-described Collateral (includinginsurance, without limitationindemnity, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise the Borrower from time to time with respect to any of the foregoing Collateral; all cash proceeds foregoing. The Borrower hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code (“UCC”) of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral without the signature of the Borrower where permitted by law. The Borrower agrees to provide all necessary information related to such filings to the Lender promptly upon request by the Lender. The Borrower shall take such further actions, and execute and/or deliver to the Lender such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Lender may in its judgment deem necessary or appropriate in order to perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Lender hereunder, and enable the Lender to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral; and all books of account and records, including the filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, all computer software relating thereto. This Agreement secures in form satisfactory to the payment of all Obligations of Lender and in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Borrowers now or hereafter existing or arisingPledged Collateral as provided herein and to preserve the other rights and interests granted to the Lender hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, this Agreement secures but subject to applicable law, the payment of all amounts that constitute part Borrower shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Lender from time to time upon request by the Lender such lists, schedules, descriptions and designations of the Obligations Pledged Collateral, statements, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and would be owed by each Borrower to other assurances or instruments as the Administrative Agent Lender shall reasonably request. If an Event of Default has occurred and any is continuing, the Lender may institute and maintain, in its own name or in the name of the Lenders but for Borrower, such suits and proceedings as the fact that they are unenforceable Lender may deem necessary or not allowable due expedient to prevent any impairment of the existence security interest in or the perfection thereof in the Pledged Collateral. All of a bankruptcy, reorganization or similar proceeding involving such the foregoing shall be at the sole cost and expense of the Borrower.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment and performance of the LendersObligations, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in all of such BorrowerDebtor’s right, title and interest in in, to and to the Collateral (subject to Liens permitted by this Agreement)under all of its personal property, wherever located and whether now existing or owned or hereafter acquired by such Borroweror arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, other goods, money and all products, proceeds and supporting obligations of any and all of the foregoing (collectively, the “Collateral”). This Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 18 hereof. Anything herein to the contrary notwithstanding, in no event shall the Collateral include, and Debtor shall not be deemed to have granted a security interest in, any of Debtor’s right, title or hereinafter-described Collateral (including, without limitation, proceeds that constitute property interest in any of the types described outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to Debtor shall arise or exist in connection with the pledge of any Controlled Foreign Corporation, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Internal Revenue Code. Notwithstanding anything herein to the contrary, no security interest in any contract, agreement, lease, license, permit, governmental authorization, accreditation, or other agreement entered into by Debtor (A) andthat prohibits or requires the consent of any Person other than Debtor and its Affiliates which has not been obtained as a condition to the creation by the Debtor of a Lien on any right, title, or interest in such contract, agreement, lease, license, permit, governmental authorization, accreditation or other agreement or any stock related thereto, or (B) to the extent that any applicable law or regulation prohibits the creation of a Lien thereon or would void the rights of the Debtor if a Lien is created thereon, but only, with respect to the prohibition in (A) and (B), to the extent and for as long as such prohibition is not otherwise includedterminated, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)rendered unenforceable, or otherwise deemed ineffective by the UCC or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and recordsother applicable law, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would shall be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowergranted hereunder.

Security Interest. Each Borrower hereby assigns 3.1 As security for the prompt, complete and pledges indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations (other than obligations arising under the Warrant), the Borrowers grant to the Administrative Agent, Collateral Agent for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority security interest in all of such Borrower’s the Borrowers’ right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether all of their personal property now owned or hereafter acquired by such Borroweracquired, including all proceeds the following (collectively, the “Collateral”): (a) Receivables; (b) Equipment (but excluding leased Equipment or Equipment financed by purchase money indebtedness (and any accessions, attachments, replacements or improvements thereon) that is subject to a Lien that is permitted pursuant to subsection (vii) of the definition of “Permitted Liens”, which is securing Indebtedness permitted pursuant to subsection (iii) of the definition of “Permitted Indebtedness”, provided, that (x) the foregoing exclusion shall apply only to the extent the applicable lease or finance contract relating to such Equipment prohibits the granting of security interests other than such Permitted Lien and (y) upon the release of any such Lien, such Equipment (and all any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein); (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the foregoing voting capital stock of any foreign Subsidiary if to not exclude such stock would cause such Borrower material adverse tax consequences under Internal Revenue Code Section 956 (or hereinafter-described Collateral any successor statute); (includingg) Deposit Accounts; (h) Cash; (i) Goods; (j) Commercial Tort Claims; all customer lists, without limitationsoftware, proceeds that constitute and business records related to any of the foregoing; and other tangible and intangible personal property of the types described herein) Borrowers whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, any Borrower and wherever located; and, to the extent not otherwise included, all policies Proceeds of insurance on any property each of such Borrower the foregoing and all payments accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral does not include Intellectual Property, but shall include all Accounts and General Intangibles that consist of rights to payment and proceeds under from the sale, licensing or disposition of all or any such insurance part, or rights in, the Intellectual Property (whether or not the Administrative “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of the security interest of the Collateral Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage Lender in the Rights to or otherwise with respect to any Payment. Upon payment in full in cash of the foregoing Collateral; all cash proceeds Secured Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time as this Agreement has been terminated, the Collateral; Collateral Agent shall, at Borrowers’ sole cost and expense, release its Liens in the Collateral and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower rights therein shall revert to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerBorrowers.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the Administrative Agentfollowing, for whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, and General Intangibles, including, without limitation, all of Borrower's Intellectual Property, all of Borrower's Deposit Accounts, and all money, and all property now or at any time in the ratable benefit future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all SILICON VALLEY BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- products and all books and records related to any of the Lendersforegoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. Silicon may place a "hold" on any Deposit Account pledged as collateral. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by with such Borrower, including all proceeds of any writing to be in form and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, substance satisfactory to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerSilicon.

Security Interest. Each (a) This Security Instrument is also intended to, among other things, encumber and create a security interest in, and Borrower hereby assigns unconditionally and pledges to the Administrative Agentirrevocably grants, for the ratable benefit of the Lendersbargains, assigns, conveys, pledges, mortgages, transfers, sets over and confirms unto Lender and hereby grants to Lender a security interest in, all fixtures, chattels, accounts, deposit accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Administrative AgentProperty to the extent owned by Borrower, for the ratable benefit all renewals, replacements of any of the Lendersaforementioned items, a first priority security interest or articles in all of such Borrower’s right, title and interest substitution therefor or in and addition thereto or the proceeds thereof to the Collateral extent owned by Borrower (subject said property is hereinafter referred to Liens permitted by this Agreementcollectively as the "Collateral"), whether now owned or hereafter acquired not the same shall be attached to the Real Estate or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Real Estate and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Borrower's leasehold interest in any of the foregoing Collateral; property which is leased by Borrower. Notwithstanding the foregoing, all cash of the foregoing property shall be owned by Borrower and no leasing or installment sales or other financing or title retention agreement in connection therewith, shall be permitted without the prior written approval of Lender. Borrower shall, from time to time upon the request of Lender, supply Lender with a current inventory of all of the property in which Lender is granted a security interest hereunder, in such detail as Lender may reasonably require. Borrower shall promptly replace all of the Collateral subject to the lien or security interest of this Security Instrument when worn out or obsolete with Collateral comparable to the worn out or obsolete Collateral when new, and will not, without the prior written consent of Lender, remove from the Real Estate or the Improvements any of the Collateral subject to the lien or security interest of this Security Instrument, except in the ordinary course of operating the Property and except such as is replaced by an article of equal suitability and value as above provided, owned by Borrower free and clear of any lien or security interest except that created by this Security Instrument and the other Loan Documents and except as otherwise expressly permitted by the terms of this Security Instrument. Other than proceeds of the Collateral; and , all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting Collateral shall be kept at the generality location of the foregoingReal Estate, this Agreement secures except as otherwise required by the payment of all amounts that constitute part terms of the Obligations and would be owed by each Loan Documents. Borrower to the Administrative Agent and shall not use any of the Lenders but for Collateral in violation of any Governmental Regulations (as defined in the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerLoan Agreement).

Security Interest. Each (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as set forth above. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders but for and the fact that they are unenforceable other Credit Parties hereunder shall terminate, all without delivery of any instrument or not allowable due performance of any act by any party, and all rights to the existence Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of a bankruptcythe Borrower, reorganization or similar proceeding involving the Administrative Agent shall execute and deliver to the Borrower UCC-3 termination statements and such Borrowerother documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and Applicant hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, NMC a first priority purchase money security interest to secure payment, performance and satisfaction of all present and future debts, obligations or other indebtedness of Applicant to NMC in the following property: all of such BorrowerApplicant’s rightproducts, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether equipment or inventory now owned or hereafter acquired by from NMC, together with all additions, accessories, attachments, parts and equipment now or hereafter affixed thereto or used in connection therewith and all substitutions, replacements and proceeds of the foregoing. Applicant, at Applicant’s sole cost and expense, hereby irrevocably (a) authorizes NMC from time to time to file a copy of any initial financing statements, continuation statements and any amendments thereto to perfect its security interests, (b) authorizes NMC to notify other creditors of Applicant to the extent necessary to perfect its security interests, and (c) agrees to provide any other information required to make any such Borrowerfilings and to cooperate with NMC and take all necessary actions, including all proceeds of without limitation, executing any and all additional documents, or taking such action requested by NMC to avail itself, in addition to all other rights and remedies available at law, in equity or as contemplated herein, of all rights and remedies of a holder of a purchase money security interest under the foregoing Uniform Commercial Code. Applicant shall provide NMC with not less than forty-five (45) days’ prior written notice of any name change, change in place of business, or, if more than one, its chief executive office, or hereinafterits mailing address, its organizational number, type of organization, jurisdiction of organization or other legal structure. Applicant hereby appoints NMC as Applicant’s attorney-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, in-fact for the ratable benefit purposes of carrying out the Lenders)provisions of this section and taking any action and executing any instrument which NMC may deem necessary or advisable to accomplish the purposes hereof, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise which appointment is irrevocable and coupled with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borroweran interest.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and Company hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Holder a first priority continuing security interest in all presently existing and later acquired Collateral to secure all obligations and performance of such BorrowerCompany’s rightduties hereunder (collectively, title the "Obligations"). The term "Collateral" shall include the following categories of assets as defined in Article 9 of the Uniform Commercial Code of the State of Georgia as amended (the "UCC"): goods (including inventory, equipment and interest in any accessions thereto, instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and to the Collateral (subject to Liens permitted by this Agreement)all other investment property, supporting obligations and any and all proceeds of any thereof, wherever located, whether now owned or hereafter acquired acquired. Notwithstanding anything contained herein to the contrary, any rights granted to Holder pursuant to the security interest granted hereunder may only be enforced following prior written notice of a default of the Obligations to Company with a five (5) day opportunity for each party to cure such default. If, pursuant to the UCC, prior notice must be given to the Company upon the occurrence of an event, a five (5) day notice period shall be sufficient. Company irrevocably authorizes the Holder at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that: (i) indicate the Collateral as all assets of Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; and (ii) contain any other information required by such Borrowerpart 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including all proceeds (y) whether Company is an organization, the type of organization, and any and all of the foregoing or hereinafter-described Collateral (includingorganization identification number issued to Company, without limitation, proceeds that constitute property of the types described herein) and, (z) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; and contain a notification that Company has granted a negative pledge to the extent not otherwise includedHolder, all policies of insurance on and that any property of such Borrower and all payments and proceeds under any such insurance (whether subsequent lien or not may be tortiouously interfering with the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage Holder’s rights. Company agrees to or otherwise with respect to furnish any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower information to the Administrative Agent and any of the Lenders but Holder promptly upon request. Company ratifies its authorization for the fact that they are unenforceable Holder to have filed any like initial financing statements or not allowable due amendments thereto if filed prior to the existence of a bankruptcy, reorganization date hereof. The Holder may add any supplemental language to any such financing statement as the Holder may determine to be necessary or similar proceeding involving such Borrowerhelpful in acquiring or preserving rights against third parties.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the Administrative Agentfollowing, for whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Accounts, and General Intangibles, Deposit Accounts, and all money, and all property now or at any time in the ratable benefit future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the Lendersforegoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). Notwithstanding the foregoing, upon the occurrence of the Transition Event, the Collateral shall be deemed to include all of Borrower's Intellectual Property. The security interest granted herein shall be a first priority security interest in all the Collateral. After the occurrence and during the continuance of such Borrower’s rightan Event of Default, title and Silicon may place a "hold" on any Deposit Account pledged as collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license (other than over the counter software that is commercially available to the public) or other material agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Silicon within ten (10) days of entering or becoming bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, authorization by, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the Collateral terms of any such license or agreement (subject such consent or authorization may include a licensor's agreement to Liens permitted by this Agreementa contingent assignment of the license to Silicon if the Silicon determines that is necessary in its good faith judgment), whether now existing or entered into in the future. Notwithstanding the foregoing, prior to the occurrence of the Transition Event, the Collateral does not include: any copyright rights, copyright applications, copyright registrations, and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks, and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired by such Borrower(the "Intellectual Property"). Notwithstanding the foregoing, including at all proceeds of any times, the Collateral shall include all accounts, license and all of the foregoing or hereinafter-described Collateral (includingroyalty fees, without limitationand other revenues, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)proceeds, or any indemnity warranty income arising out of or guaranty payable by reason of loss or damage to or otherwise with respect relating to any of the foregoing Collateral; all cash proceeds Intellectual Property. To the extent a court of the Collateral; competent jurisdiction holds that a security interest in any Intellectual Property is necessary to have a security interest in any accounts, license and all books royalty fees, and other revenues, proceeds, or income arising out of account and records, including all computer software or relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for foregoing Intellectual Property, then the fact that they are unenforceable or not allowable due Collateral shall, effective as of the date hereof, include the Intellectual Property, to the existence extent necessary to permit perfection of a bankruptcySilicon's security interest in such accounts, reorganization license and royalty fees, and other revenues, proceeds, or similar proceeding involving such Borrowerincome arising out of or relating to any of the Intellectual Property.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit In consideration of the Lenderscovenants and agreements contained herein, and as a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to the Administrative Agent, for the ratable benefit of the Lenders, Landlord a first priority continuing security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds property of any and all of the foregoing kind or hereinafter-described Collateral (description, including, without limitation, proceeds that constitute any personal property left by Tenant at the Premises, the security deposit, if any, and any advance rent payment or other deposit, now in or hereafter delivered to or coming into the possession, custody or control of the types described herein) andLandlord, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether by or not the Administrative Agent is the loss payee thereof, for the ratable benefit account of the Lenders)Tenant, in any manner and for any purpose, together with any increase in profits or any indemnity warranty or guaranty payable by reason of loss or damage proceeds from such property. The security interest granted to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; Landlord hereunder secures payment and all books of account and records, including all computer software relating thereto. This Agreement secures the payment performance of all Obligations obligations of the Borrowers Tenant under this Lease now or hereafter existing arising or arisingexisting, whether direct or indirect, absolute or contingent, or due or to become due. Without limiting In the generality event of a default under this Lease which is not cured within the applicable grace period, if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the Commonwealth of Virginia Commercial Code and otherwise available at law or in equity, including, but not limited to, the right to retain as damages the personal property, security deposit and other funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Landlord's rights under this Section are in addition to Landlord's rights under Sections 5 and 13. Notwithstanding anything to the contrary contained in Section 57 of the foregoingLease, this Agreement secures the payment of all amounts that constitute part of the Obligations and would security interest granted by Tenant to Landlord shall be owed by each Borrower subordinate to the Administrative Agent and security interest, if any, granted to Tenant's lenders in the ordinary course of Tenant's business. At Tenant's request, Landlord shall execute a lien waiver, the form of which shall be reasonably satisfactory to Landlord, waiving Landlord's security interest in the collateral described in any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerlien waiver.

Security Interest. Each Borrower hereby assigns It is the intention of the parties hereto that Client's transfer of Receivables to BANA shall constitute a sale and pledges assignment, which sale and assignment shall be absolute, irrevocable and without recourse (other than with respect to the Administrative Agent, for limited repurchase obligations provided herein) and shall provide BANA with the ratable benefit full benefits of ownership of the LendersPurchased Receivables. Notwithstanding the foregoing, and hereby grants to protect BANA in the event that any transfer of Purchased Receivables is deemed by a court, contrary to the Administrative Agent, for the ratable benefit express intent of the Lendersparties, to constitute a first priority pledge rather than a sale and assignment of such Purchased Receivables, Client and Guarantor do each hereby grant to BANA a security interest in and lien upon all of such Borrower’s person's respective right, title and interest in and to the Collateral Purchased Receivables, the Blocked Account and all proceeds thereof (subject the "Collateral") to Liens permitted by secure Client's obligations to BANA under this Agreement), whether now owned or hereafter acquired by such Borrower, including (without limitation) Client's obligation to repurchase certain Purchased Receivables as provided in Section 9(a). Client and Guarantor do each agree to comply with all proceeds appropriate laws in order to perfect BANA's security interest in and to the Collateral, to execute any financing statements, continuations thereof, amendment thereto or additional documents as BANA may require. Client and Guarantor do each hereby authorize BANA to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as BANA may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Neither Client nor Guarantor shall (a) alter its corporate existence or, in one transaction or in a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (b) change its state of incorporation or formation or (c) change its registered corporate name, without, in each case, (i) providing 30 days prior written notice to BANA, (ii) providing such information as BANA may reasonably require in order to allow BANA to file appropriate amendments to any previously filed financing statements and (iii) executing any such additional documents as BANA may reasonably require in order to protect its rights and remedies hereunder. The occurrence and continuation of any and Event of Default shall entitle BANA to all of the foregoing default rights and remedies (without limiting the other rights and remedies exercisable by BANA either prior or hereinafter-described Collateral (includingsubsequent to an Event of Default) as available to a secured party under the Uniform Commercial Code in effect in any applicable jurisdiction. Nothing in this Section 14 shall be construed as a representation, without limitation, proceeds that constitute property on the part of the types described herein) andGuarantor, to the extent not otherwise includedthat it has any right, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether title or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), interest in or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of Purchased Receivables or the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerBlocked Account.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to Xxxxxx, the Administrative Agent, for the ratable benefit of the Lenderssecured party hereunder, a continuing security interest subject to the first priority security interest in all of such Borrower’s rightgranted to [*] (“[*] Interest”) and to any prior interests granted to the Lender, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the foregoing granting of this security interest, regardless of how they arise or hereinafter-described Collateral (by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, proceeds all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that constitute property Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the types described hereinUniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) andgrants includes all accessions, to attachments, accessories, parts, supplies and replacements for the extent not otherwise includedCollateral, all policies of insurance on any property of such Borrower products, proceeds and collections thereof and all payments records and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software data relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed Lender disclaims any security interest in household goods in which Xxxxxx is forbidden by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of law from taking a bankruptcy, reorganization or similar proceeding involving such Borrowersecurity interest.

Security Interest. Each Borrower hereby assigns This Mortgage is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Mortgagor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Mortgagee a first priority security interest in all of such Borrower’s right, title and interest in and sums on deposit with Mortgagee pursuant to the Collateral provisions of this Mortgage, including, but not limited to, Sections 1.6, 1.7, 1.8 and Exhibit C hereof or any other Section hereof, or any of the other Loan Documents and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof (subject said property is hereinafter referred to Liens permitted by this Agreementcollectively as the “Collateral”), whether now owned or hereafter acquired not the same shall be attached to the Real Estate or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Real Estate and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Mortgagor’s leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Xxxxxxxxx. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Mortgagor and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Mortgagee. Mortgagor shall, from time to time upon the request of Mortgagee, supply Mortgagee with a current inventory of all amounts that constitute part of the Obligations and would be owed by each Borrower property in which Mortgagee is granted a security interest hereunder, in such detail as Mortgagee may require. Mortgagor shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Mortgage when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new (unless such Collateral is of minimal value and is no longer required for the operation of the Real Estate) and will not, without the prior written consent of Mortgagee, remove from the Real Estate or the Improvements any of the Lenders but Collateral subject to the lien or security interest of this Mortgage except such as is replaced by an article of equal suitability and value as above provided (unless such Collateral is of minimal value and is no longer required for the fact operation of the Real Estate), owned by Mortgagor free and clear of any lien or security interest except that they are unenforceable created by this Mortgage and the other Loan Documents. All of the Collateral shall be kept at the location of the Real Estate except as otherwise required by the terms of the Loan Documents. Mortgagor shall not use any of the Collateral in violation of any applicable statute, ordinance or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerinsurance policy.

Security Interest. Each Borrower hereby assigns If the Shareholder Approval is not obtained at the Annual Meeting and pledges either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the Company’s Common Stock over which the Holder had, immediately prior to the Administrative Agent, for the ratable benefit execution of the LendersNote Purchase Agreement, and hereby grants to the Administrative Agentdirect or indirect voting power, for the ratable benefit in favor of the LendersProposals or (ii) the Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above: The principal amount of this Note then outstanding, all accrued but unpaid interest and all other obligations owing by the Company pursuant to this Note and the other Transaction Documents, shall immediately be secured by a first priority security interest in all assets of such Borrower’s right, title the Company and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds stock of any and all of the foregoing or hereinafter-described Collateral (includingits subsidiaries, without limitation, proceeds that constitute property of the types described herein) andin all cases, to the extent not otherwise includedpermitted by any applicable court order, all policies of insurance on contract, mortgage, credit agreement or other agreement binding upon or applicable to the Company, its subsidiaries or their respective assets (a “Security Interest”). In the event that the Shareholder Approval is obtained at any property of such Borrower and all payments and proceeds under time within 180 days after the Annual Meeting, any such insurance Security Interest shall terminate on the date immediately following the date that such Shareholder Approval is obtained, and the Holder shall take all actions necessary to cause the termination of any such Security Interest. The Company and the Holder shall promptly enter into customary collateral agreements, which are consistent with the term sheet attached hereto as Exhibit C and otherwise reasonably acceptable to the Company and the Holder, granting such Security Interest and providing for the perfection thereof, within 45 days after the date hereof; provided, however, that such agreements shall not become effective unless and until the Company fails to obtain the Shareholder Approval at the Annual Meeting. Notwithstanding the foregoing, if the Holder has not purchased $12 million of notes pursuant to the Note Purchase Agreement, the Company will, after execution of inter-creditor agreements described below, be permitted to grant a Security Interest to investors in subsequent financings (each a “Subsequent Financing”) for a principal amount not to exceed, in the aggregate for all such investors, the difference between $12 million and the funds invested by the Holder pursuant to the Note Purchase Agreement. If a Security Interest is granted to the investors in a Subsequent Financing, then the Security Interest granted with respect to this Note shall be pari passu with any such other Security Interest, and the Holder agrees to execute a customary inter-creditor agreement and other documents reasonably required to effect such parity, which in all cases must be on terms reasonably acceptable to the Holder and consistent with the terms of any collateral agreements described above. The Company shall notify the Holder at least five Business Days in advance of any potential Subsequent Financing. The Holder may elect to purchase additional notes (in the form of this Note) in a principal amount equal to such Subsequent Financing and the Company will not consummate such Subsequent Financing. Subject only to the Security Interests described above, the Company will not grant any security interest or otherwise encumber any assets of the Company or its subsidiaries, including the stock of any such subsidiaries, without the Holder’s prior written consent, which consent may not be unreasonably withheld. If this Note is secured by the Security Interest (whether or not on a pari passu basis), the Administrative Agent is the loss payee thereof, for the ratable benefit Company may incur additional unsecured debt without any consent of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerHolder.

Security Interest. Each Borrower As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns and pledges to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors (collectively, the "Secured Parties"), and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors (and the Originators hereby consent to such assignment and granting of), a first priority security interest in in, all of such Borrower’s the Seller's right, title and interest in and to (A) the Collateral Sale and Contribution Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Sale and Contribution Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale and Contribution Agreement (including, without limitation, the security interests created by Section 2.06 of the Sale and Contribution Agreement (which security interests are subject to Liens permitted by this the prior rights of the Secured Parties under and/or in connection with the Security Agreements)), (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Sale and Contribution Agreement), (iv) claims of the Seller for damages arising out of or for breach of or default under the Sale and Contribution Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Pool Receivables, whether now owned and existing or hereafter acquired by such Borroweror arising, including the Related Security with respect thereto and the Collections (the "Pool Receivables Collateral"), and (C) to the extent not included in the foregoing, all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.

Security Interest. Each As security for the prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Administrative AgentLender, for and grants a security interest, subject to the ratable benefit interests of the LendersAgencies as set forth in Section 4.02 and in the related Acknowledgment Agreement, and hereby grants to the Administrative AgentLender, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in interest, in, to, and to the Collateral (subject to Liens permitted by this Agreement)under, whether now owned or hereafter acquired by such Borroweracquired, including all proceeds of any and in all of the foregoing following, whether now or hereinafter-described Collateral hereafter existing and wherever located: (including, without limitation, proceeds that constitute property of i) the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (Pledged Servicing Rights whether or not the Administrative Agent is the loss payee thereofyet accrued, for the ratable benefit earned due or payable as well as all other present and future rights and interests of the Lenders)Borrower in such Pledged Servicing Rights, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and (ii) all books of account and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) and (iii) all computer software relating thereto. This Agreement secures monies due or to become due with respect to the payment of foregoing and all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality proceeds of the foregoing, this but with respect to items (i)-(iii) above specifically excluding the Excluded Collateral (collectively, the “Collateral”); provided that Borrower does not assign or pledge to the Lender, or grant a security interest in any of Borrower’s right, title and interest, in, to or under Borrower’s rights to reimbursement for any Advances related to mortgage servicing rights subject to any Servicing Contract. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and the Borrower is not pledging, nor granting a security interest hereunder in any Xxxxxxx Mac Servicing Rights and the Xxxxxxx Mac Servicing Contract until execution and delivery of a Xxxxxxx Mac Acknowledgment Agreement secures with respect to such Xxxxxxx Mac Servicing Rights; provided, that notwithstanding the payment of all amounts that constitute foregoing, such security interest shall attach immediately, without any further action on the part of any party hereto, at such time as the Obligations applicable Xxxxxxx Mac Acknowledgment Agreement is executed by Xxxxxxx Mac, the Borrower and would be owed by each Borrower the Lender and delivered to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerLender.

Security Interest. Each Borrower To secure payment of the principal of and all interest on the Loan, the Investor hereby assigns assigns, pledges and pledges grants to DLJ Merchant Banking II, Inc. (the Administrative Agent"AGENT"), for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise includedpreviously delivered, delivers to the Agent): (i) _______________ Common Shares acquired by the Investor from the Company as of the date hereof and all other shares of capital stock acquired by the Investor from the Lender (collectively, the "PLEDGED SHARES"); (ii) all rights and privileges with respect to the Pledged Shares; (iii) all income and profits thereon; (iv) all dividends, payments and other distributions with respect thereto; and (v) all proceeds thereof and substitutions therefor, other than any cash income, profits, dividends, payments, distributions or proceeds so long as the Investor is not in default hereunder (collectively, the "COLLATERAL"). The Investor is delivering to the Agent certificates representing the Pledged Shares in pledge hereunder. Certificates evidencing the Pledged Shares shall remain in the physical custody of the Agent at all times until the Investor has made payment in full of all principal and interest on the Loan. However, the Agent may elect to release certificates on the request of Investor in connection with a transfer by Investor which is permitted hereunder, so long as the proceeds of such sale are applied as provided herein and, in its reasonable discretion, the Agent determines that the remaining Collateral is sufficient to secure the Loan. This Promissory Note and Pledge constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of principal or interest when due hereunder or under any other note issued in connection with any other loan made by Lender to Investor on similar terms (a "DEFAULT"), the Agent (i) may, by notice to the Investor, declare the Loan (together with accrued and unpaid interest thereon) to be, and the Loan shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all policies of insurance on which are hereby waived by the Investor, and (ii) shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Pledged Shares are granted as security only and shall not subject the Agent or the Company to, or in any property of such Borrower and all payments and proceeds under way affect or modify, any such insurance (whether obligation or not the Administrative Agent is the loss payee thereof, for the ratable benefit liability of the Lenders)Investor with respect to any of its Collateral or any transaction in connection therewith. The Investor agrees that it will, at the Company's expense and in such manner and form as the Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to create, preserve, or validate any indemnity warranty security interest or guaranty payable by reason of loss or damage to or otherwise enable the Agent to exercise and enforce its rights hereunder with respect to any of the foregoing Collateral; all cash proceeds . To the extent permitted by applicable law, the Investor hereby authorizes the Agent to execute and file, in the name of the Collateral; Investor or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Promissory Note and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now Pledge or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization financing statement relating to this Promissory Note and Pledge) which the Agent in its sole discretion may deem necessary or similar proceeding involving such Borrowerappropriate to further perfect its security interest in the Collateral.

Security Interest. Each Borrower As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns and pledges to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors, and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors, a first priority security interest in in, all of such Borrower’s the Seller's right, title and interest in and to (A) the Collateral Originator Purchase Agreement and the Undertaking Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking Agreement, (ii) all security interests and property subject thereto from time to Liens permitted by this time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking Agreement), (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired by such Borroweror arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, and (C) to the extent not included in the foregoing, all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.

Security Interest. Each Borrower You hereby assigns grant BAS, BANA and pledges to the Administrative Agenteach of our affiliates (collectively, for the ratable benefit of the Lenders"BofA Entities") a continuing security interest in, lien on, and hereby grants to the Administrative Agentright of set-off with respect to, for the ratable benefit of the Lendersall Financial Instruments and other property, a first priority security interest in all of such Borrower’s rightincluding cash balances (collectively, title and interest in and to the Collateral (subject to Liens permitted by this Agreement"Property"), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing held or arising. Without limiting the generality carried by any BofA Entity in your accounts, including any Property in transit or held by others on behalf of a BofA Entity and all proceeds of the foregoing, as collateral security for the payment and performance of all your obligations to any BofA Entity, now existing or hereinafter arising, whether or not such obligations arise under this Agreement secures the payment of all amounts that constitute part or any other agreement between any BofA Entity and you and irrespective of the Obligations and would be owed by number of accounts you may have with the BofA Entities or which BofA Entity holds such Property, together with all expenses of the BofA Entities in connection therewith. In order to satisfy such obligations, each Borrower BofA Entity is authorized to the Administrative Agent and sell and/or purchase any Property in any of your accounts, or to liquidate any open options or redeem money market funds in any of your accounts, without notice. In enforcing this security interest, each BofA Entity shall have all the Lenders but rights and remedies available to a secured party under the Uniform Commercial Code ("UCC"). Each BofA Entity shall, without your further consent, comply with any orders or instructions of each other BofA Entity with respect to such Property, including any entitlement orders (as defined in Section 8-102(a)(9) of the UCC). Each BofA Entity shall hold any such Property both as secured party and, for purposes of Section 8-106(d)(3) of the fact UCC, as agent and bailee of each other BofA Entity. Each BofA Entity agrees that they are unenforceable or not allowable due to all Property held by it in connection with this Agreement shall be treated as a "financial asset" under Section 8-102(a)(9) of the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerUCC.

Security Interest. Each Borrower The Company hereby pledges, assigns and pledges grants to the Administrative AgentTrustee, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit holders of the LendersNotes, a present and continuing first priority security interest in the Escrow Account, the Escrow Funds and any proceeds therefrom (subject only to Escrow Agent’s right of reimbursement of indemnification, fees and expenses from the Escrow Funds, as contemplated by Sections 7 and 8) to secure the Company’s obligations under the Indenture and the Notes (including without limitation its obligation to pay an amount of cash equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Final Escrow Redemption Date). The Company agrees that it shall do, execute, acknowledge, deliver, record, file and register any and all such acts, deeds, certificates, assurances, agreements and other instruments (including without limitation security agreements, collateral agreements, financing statements, and lien and pledge instruments) as are in the opinion of such Borrower’s right, title and interest in and the Trustee reasonably necessary to give effect to the Collateral (subject foregoing sentence. Without limitation to Liens permitted by this Agreement)the foregoing, whether now owned the Company hereby authorizes the Trustee, without the signature of or hereafter acquired by further authorization or consent from the Company, to file such Borrowerfinancing statements in such jurisdictions as are in the opinion of the Trustee reasonably necessary to further perfect the security interests granted herein. Upon disbursement of the Escrow Funds in accordance with Section 4, including all proceeds the security interest of the Trustee will automatically terminate with respect to any such Escrow Funds released without any further action and such released Escrow Funds will be delivered to the recipient free and clear of any and all liens, claims or encumbrances of the foregoing or hereinafter-described Collateral (any person, including, without limitation, proceeds that constitute property Escrow Agent, the Trustee and holders of the types described herein) and, to Notes. Upon the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit disbursement of the Lenders)Escrow Funds in accordance with Section 4, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any the Company shall file such termination statements in such jurisdictions as are in the opinion of the foregoing Collateral; all cash proceeds of Company necessary to terminate the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowersecurity interests granted herein.

Security Interest. Each Borrower Seller hereby grants, collaterally assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenderseach Buyer Entity, as security and hereby grants to the Administrative Agent, margin for the ratable benefit payment and performance of all Obligations of each Seller to any Buyer Entity in the Lenders, Buyer Group a first priority security interest in all of such BorrowerSeller’s rightrights, title interests and interest title, if any, to in and to or under the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired acquired, now existing or hereafter created: (a) each Deposit Account, Securities Account or other trust or custodial account maintained for any Seller by or with any Buyer Entity in the Buyer Group pursuant to a Governing Agreement or any related Program Agreement; (b) all property (including Security Entitlements) now or hereafter credited to or held in any such Borroweraccount or otherwise held, including all proceeds or carried by or through, or subject to the control of any Buyer Entity in the Buyer Group or agent thereof in connection with a Governing Agreement whether fully paid or otherwise; (c) all rights under the Governing Agreements and all of the foregoing or hereinafter-described Collateral (any related Program Agreements, including, without limitation, proceeds that constitute property all rights of any Seller in any obligation of any Buyer Entity in the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower Buyer Group and all payments and proceeds under rights of any such insurance (whether Seller in or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), to any Activity in connection with a Governing Agreement or any indemnity warranty related Program Agreement; (d) all Accounts, Chattel Paper, Commodity Accounts, Commodity Contracts, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights and Securities held under or guaranty payable by reason constituting collateral or security under or pursuant to any Governing Agreement or any related Program Agreement (including any “Pledged Collateral” as defined in the Depositor Equity Pledge Agreement); and (e) all Proceeds of loss or damage to or otherwise with respect to distributions on any of the foregoing Collateral; all cash proceeds (collectively, clauses (a) through (e) (“Margin”)). The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder. In addition to any other provisions, obligations or understandings of the Collateral; Sellers under any Governing Agreement, or 2014057.06-NYCSR07A - MSW otherwise, each Seller hereby acknowledges and all books of account and records, including all computer software relating thereto. This agrees that the foregoing grant is intended to use each Seller’s Margin as security (limited to the Margin pledged by each Seller unless any Seller provides additional recourse in any Governing Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arisingelsewhere) for any Seller’s Obligations. Without limiting the generality characterization of this Agreement as a master netting agreement, the grant herein is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Activities under the Governing Agreements as defined under Sections 101(47)(A)(v), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(A)(xi), 761(4)(J), of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerBankruptcy Code.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the LendersObligations, each Loan Party hereby assigns, pledges and hereby grants to the Administrative Agent, as agent for the ratable benefit of the LendersSecured Parties, a first first-priority lien on and security interest in all of such BorrowerLoan Party’s right, title and interest in in, to and to under (but none of its obligations under) the Collateral (subject to Liens permitted by this Agreement)Collateral, whether now existing or owned or hereafter arising or acquired by such Loan Party, and wherever located. The Loan Parties hereby authorize the Administrative Agent, as agent for the Secured Parties, to file an “all assets” (other than, in the case of the Borrower, including all proceeds the Excluded Property) financing statement to evidence the security interest granted in the Collateral hereunder. The assignment under this Section 6.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, the Managing Agents or any of the Secured Parties of any and obligation of the Borrower or any other Person in connection with any or all of the foregoing Collateral or hereinafter-described Collateral under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (including, without limitation, proceeds that constitute property of a) the types described herein) and, Borrower shall remain liable under the Loans 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 otherwise includedbeen executed, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not b) the exercise by the Administrative Agent is the loss payee thereofAgent, as agent for the ratable benefit Secured Parties, of any of its rights in the Collateral shall not release any Loan Party from any of its duties or obligations under the Collateral, and (c) none of the Lenders)Administrative Agent, the Managing Agents or any indemnity warranty Secured Party shall have any obligations or guaranty payable liability under the Collateral by reason of loss this Agreement, nor shall the Administrative Agent, the Managing Agents or damage any Secured Party be obligated to or otherwise with respect to perform any of the foregoing Collateral; all cash proceeds obligations or duties of the Collateral; and all books of account and records, including all computer software relating theretoLoan Parties thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerSection 6.2.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt performance and payment in full of the Lendersindebtedness evidenced by this Note, including accrued and unpaid interest and costs of collection and any other charges due in connection herewith (collectively, the "Obligations"), the Corporation hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether assets now or hereafter owned or hereafter acquired by such Borrowerthe Corporation, and any accessions or substitutions thereto, including all proceeds of any and all without limitation the following (collectively, the "Collateral"): All inventory of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute Corporation; all goods and equipment of the Corporation; all accounts receivable of the Corporation; all real property of the types described herein) and, Corporation; all contract rights of the Corporation; all other rights of the Corporation to the extent not otherwise includedpayment of money, amounts due under factoring agreements, tax refunds and insurance proceeds; all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit interests of the Lenders)Corporation in goods as to which an account receivable shall have arisen; all files, records and writings of the Corporation or in which it has an interest in any indemnity warranty way relating to the foregoing property; all deposit accounts, investment property, instruments, documents of title, policies and certificates of insurance, securities, promissory notes, chattel paper, deposits, cash or guaranty payable other property owned by reason the Corporation or in which it has an interest; all general intangibles of loss or damage the Corporation including without limitation good will, trade secrets, trade names, trademarks, URLs, patents, patent applications and any rights of the Corporation to or otherwise with respect retrieval from third parties of electronically processed and recorded information pertaining to any of the foregoing types of Collateral; and proceeds and products of all cash proceeds of the foregoing. The Corporation shall cooperate with the Lender in preparing and filing one or more UCC-1 financing statements or other financing notices complying with the requirements of applicable law and otherwise in form approved by the Lender; and shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Lender may reasonably require more completely to vest in and assure to the Lender its rights hereunder or in any of the Collateral; and . Upon the happening of any Event of Default, the Lender shall have all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations rights and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence remedies of a bankruptcy, reorganization or similar proceeding involving such Borrowersecured party under the Uniform Commercial Code.

Security Interest. Each Borrower hereby assigns To secure the prompt payment and pledges performance to the Administrative Agent, for the ratable benefit Lender of all of the LendersObligations, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in all the Collateral. Borrower is not authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for (i) the sale of such finished inventory in the Borrower’s rightusual course of business; (ii) the use, title payment or transfer of cash for the purchase of goods and services in a manner not otherwise prohibited by the terms of this Agreements or the related documents and other uses, payments and transfers of cash that are not prohibited by the terms of this Agreement or any related document; (iii) sales or transfers of unneeded, worn out or obsolete Equipment; and (v) in connection with the granting of Permitted Liens and the making of Permitted Investments. Borrower agrees to sign any instruments and documents requested by Lender to evidence, perfect, or protect the interests of Lender in the Collateral. Borrower agrees to deliver to Lender the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. Borrower shall not grant or permit any lien or security in the Collateral or any interest therein other than Permitted Liens. Borrower hereby pledges to Lender and grants to Lender a security interest in Borrower’s deposit account #XXXXX3543 held at Lender into which the Term Loan shall be funded and which shall, at all times have a minimum aggregate balance equal to 115% of the total amounts owing with respect to the Collateral (subject to Liens permitted by this Agreement)Term Loan, whether now owned or hereafter acquired by such Borrower, including together with all proceeds of any and substitutions thereof, all interest paid thereon, and all other cash and noncash proceeds of the foregoing (all hereinafter called the “Pledged Collateral”), as security for the prompt performance of all of Borrower’s Obligations to Lender. Borrower authorizes Lender to file such financing statements, and take such other actions as Lender determines from time to time may be necessary or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of appropriate to perfect the types described herein) and, security interest granted hereunder. Prior to the extent occurrence of an Event of Default, such account shall not otherwise includedbe restricted and shall be under the control of Borrower. After the occurrence and during the continuance of an Event of Default, all policies of insurance on any property of such Borrower amounts held in the Pledged Account shall be deemed restricted and all payments under Lender’s sole control and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage shall be applied to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations any Obligations, whether then due or not, in such order or at such time of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerapplication as Lender may determine in its sole discretion.

Security Interest. Each Borrower hereby assigns (a) This Security Instrument shall cover, and pledges the Security shall include, all property now or hereafter affixed or attached to or incorporate upon the Real Property, which, to the Administrative Agentfullest extent permitted by law, for the ratable benefit shall be deemed fixtures and a part of the LendersReal Property. This Security Instrument, as to the Personal Property, Rents, and any other portion of the Security in which a security interest can be perfected under the State Uniform Commercial Code (the “Collateral”), shall also constitute a security agreement, and Borrower, as debtor, hereby grants to the Administrative AgentLender, for the ratable benefit of the Lendersas secured party, a first priority security interest in the Collateral, and all of such Borrower’s right, title proceeds thereof and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit purpose of securing the Indebtedness (the “Security Interest”). Borrower agrees, upon request of Lender, to furnish an inventory of the Lenders)Collateral owned by Borrower and subject to this Security Instrument and, upon request by Lender, to execute any supplements to this Security Instrument, any separate security agreement and any financing statements and continuation statements in order to include specifically said inventory of the Collateral or otherwise to perfect the security interest granted hereby. Without the prior written consent of Lender, Borrower shall not create or suffer to be created any other security interest in the Collateral, including replacements and additions thereto. Borrower warrants and agrees that there is no financing statement covering the Collateral, or any indemnity warranty part thereof, on file in any public office and agrees that all or guaranty payable by reason such portion of loss the Collateral now or damage hereafter subject to this Security Instrument is, and shall be kept (except with the prior written consent of Lender) free from any other lien, security interest or encumbrance. Upon any Event of Default, Lender shall have all of the rights and remedies of a secured party provided in said State Uniform Commercial Code or otherwise provided by law or by this Security Instrument, including but not limited to the right to require Borrower to assemble such Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties, the right to take possession of such Collateral with or without demand and with or without process of law and the right to sell and dispose of the same and distribute the proceeds according to law. The parties hereto agree that any requirement of reasonable notice shall be met if Lender sends such notice to Borrower at least five (5) days prior to the date of sale, disposition or other event giving rise to the required notice, and that the proceeds of any disposition of any such Collateral may be applied by Lender first to the expenses in connection therewith, including attorneys’ fees and legal expenses incurred, and then to payment of the Indebtedness in such order and amounts as Lender shall elect. With respect to any Personal Property that has become so attached to the Real Property that an interest therein arises under the real property law of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoingState, this Agreement secures Security Instrument shall also constitute a financing statement and a fixture filing under the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerState Uniform Commercial Code.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of the LendersGuaranty Obligations and each Guarantor’s obligations hereunder, and hereby each Guarantor grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing perfected lien and/or floating charge on and security interest in all of such BorrowerGuarantor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreementas hereinafter described). The term “Collateral” is and consists of all of the kinds and types of property described in subsections (A) through (J) hereof, whether now owned or hereafter at any time arising, acquired or created by such BorrowerGuarantor and wherever located, including and includes all proceeds of any replacements, additions, accessions, substitutions, and repairs, relating thereto or therefrom (all of the foregoing capitalized terms used in the following subsections, unless otherwise defined herein, shall have the meanings ascribed to such terms under the Uniform Commercial Code as in effect in the State of New York, as applicable): (A) Accounts; (B) Deposit Accounts; (C) Documents of Title; (D) Equipment; (E) General Intangibles; (F) Inventory; (G) Investment Property; (H) Intellectual Property; (I) property of each Guarantor of the type described in the definition of the term “Pledged Property” contained in the Security Agreement; and (J) proceeds of all or hereinafter-any of the property described Collateral (above, including, without limitation, the proceeds that constitute property of any insurance policies covering any of the types above described herein) and, property. Each Guarantor hereby authorizes Lender to record without such Guarantor’s signature any and all financing statements deemed necessary or appropriate by Lender to the extent not otherwise included, all policies perfection of insurance on any property its security interest in the Collateral. Each Guarantor agrees that Lender shall have the rights and remedies of such Borrower and all payments and proceeds a secured party under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit Uniform Commercial Code of the Lenders)State of New York, as now existing or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise hereafter amended, with respect to any all of the foregoing Collateral; aforesaid property, including, without limitation, thereof, the right to sell or otherwise dispose of any or all cash of such property and apply the proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures such sale to the payment of all Obligations the Guaranty Obligations. In addition, at any time during the existence of an Event of Default, Lender may, in its discretion, without notice to any Guarantor and regardless of the Borrowers now acceptance of any security or hereafter existing or arising. Without limiting collateral for the generality of the foregoingpayment hereof, this Agreement secures appropriate and apply toward the payment of all amounts that constitute part the Guaranty Obligations (i) any indebtedness due from Lender to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but Lender whether for the fact that they are unenforceable deposit or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerotherwise.

Security Interest. Each Borrower hereby assigns As security for Employee's obligations and pledges liabilities to the Administrative Agent, for Company whether now existing or hereafter arising under this Note (the ratable benefit of the Lenders, "OBLIGATIONS") Employee has pledged and hereby grants granted to the Administrative Agent, for the ratable benefit of the Lenders, Company a first priority security interest in all shares of such Borrower’s right, title and interest in and to capital stock of the Collateral Company (subject to Liens permitted by this Agreement), whether "SHARES") now owned or hereafter in the future acquired by such BorrowerEmployee pursuant to Employee's exercise of rights under that incentive stock option agreement, including all proceeds dated July 27, 2000, covering one hundred fifty thousand (150,000) shares of common stock ("OPTION") (attached hereto as Exhibit A) (the "COLLATERAL") pursuant to the terms and conditions of the Pledge Agreement. The Note is further secured by a continuing personal guaranty by Guarantor of seventy-five thousand dollars ($75,000) of the Obligations pursuant to the terms and conditions of the Guaranty. Employee agrees that as a condition precedent to the exercise of Employee's rights under the Options or any other compensatory stock award received from the Company to deliver to and deposit with the Secretary of the Company or the Secretary's designee (the "ESCROW AGENT") six (6) duly endorsed stock assignments in a form satisfactory to the Company together with a certificate or certificates evidencing all of the foregoing Shares so acquired; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Escrow Instructions of the Company and Employee, which instructions shall set forth such terms as shall be determined by the Company. Employee shall not (1) sell, transfer, or hereinafter-described otherwise dispose of the Collateral without prior written consent of the Company, and in any event shall immediately pay to the Company the proceeds of such sale, transfer or other disposition; or (including2) directly or indirectly, create or permit any lien on the Collateral or any portion of it. Employee agrees to defend the Collateral against and take any action that may be required to remove any such lien and agrees to take such additional actions (including without limitation, proceeds that constitute property filing a Form UCC-1) as may be necessary or advisable at the reasonable request of the types described herein) and, Company to perfect and continue the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of Company's security interest in the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this AgreementAgreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC (such percentage to be adjusted by mutual agreement of the Administrative Agent, the Lenders and the Borrowers (not to be unreasonably withheld) upon any change in law as may be required to avoid adverse U.S. federal income tax consequences to the Borrowers), and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral.

Security Interest. Each Borrower hereby assigns To secure the prompt payment of all of each Debtor's liabilities, obligations and pledges indebtedness to the Administrative AgentSecured Party, for under that certain Loan Agreement between the ratable benefit Secured Party and the Debtors with respect to the loans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and all of the Lendersother Loan Documents (as defined in the Loan Agreement) or otherwise incurred in connection with such Debtor, whether heretofore, now or hereafter arising and howsoever evidenced, whether primary or secondary, or absolute or contingent, and whether arising under written or oral agreement or by operation of law, and the prompt, full and faithful performance of the obligations of such Debtor under any documents or instruments executed or delivered in connection with any such liabilities, obligations and indebtedness (all of such liabilities, obligations and indebtedness being sometimes collectively referred to herein as the “Obligations” of such Debtor), each Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a continuing first priority lien and security interest in and right of setoff against all of such BorrowerDebtor's rights, title and interest, including without limitation such Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the “UCC”)), in and to the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the “Custodian”): the Fund trust accounts specified in Schedule A, attached hereto and made a part hereof in the name of the Debtor, including any future amendments of such Schedule A and any and all other Fund trust accounts of Debtor for which the Secured Party is Custodian and as to which no third party has any pledge, security interest, lien or other rights, all regardless of name changes to, and including all subaccounts thereof (collectively the “Securities Account”), together with all of such Debtor’s rightrights, title and interest in and to all securities and financial assets (as such terms are defined in Article 8 of the Collateral UCC) therein and all principal, interest, distributions, dividends (subject to Liens permitted by this Agreementwhether cash or stock), whether now owned income, earnings, cash and other rights at any time received or hereafter acquired by such Borrowerreceivable or otherwise distributed in respect of or in exchange therefor, including and all additions to, all replacements of, all substitutions for, and all proceeds of any and or all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing being sometimes collectively referred to herein as the “Collateral; all cash proceeds ” of such Debtor). The Secured Party may also prepare and file on behalf of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures Debtors appropriate UCC-1 financing statements evidencing the payment of all Obligations Secured Party's interest in the Collateral under Article 9 of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerUCC.

Security Interest. Each Borrower hereby assigns (a) The parties hereto intend that the Trustee, in its capacity as trustee, is and pledges at all times shall be the owner of and entitlement holder with respect to the Administrative Agent, securities account constituting part of the Trust Account and the assets credited thereto for the ratable benefit of the LendersBeneficiary in accordance with this Trust Agreement and that the Trustee otherwise be the owner or, and if applicable, the holder of legal title to all other assets held from time to time in the Trust Account. Additionally, in order to secure the Grantor’s obligations to the Beneficiary under the Coinsurance Agreement, the Grantor hereby grants to the Administrative Agent, Trustee for the ratable benefit of the Lenders, Beneficiary a first priority perfected security interest in all of such Borrowerthe Grantor’s right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement)following property, whether now owned or existing or hereafter acquired by such Borroweror arising and wheresoever located (collectively, the “Collateral”): (i) the Trust Account and the Trust Assets, including investment property, securities, investments, instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to the Trust Account or (y) otherwise conveyed to the Trustee by the Grantor; (ii) all cash and other financial assets credited to the Trust Account and all security entitlements (within the meaning of Section 8-102(a) of the UCC) related to or arising therefrom; and (iii) all proceeds of any of, all supporting obligations relating to, and all of the foregoing security interests, mortgages or hereinafter-described Collateral (includingother liens securing, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, and agrees that this Trust Agreement secures the payment of all amounts that shall constitute part a security agreement under Applicable Law. In furtherance of the Obligations and would be owed by each Borrower preceding sentence, the Trustee acknowledges that all Collateral conveyed to the Administrative Agent and any Trustee is held for the benefit of the Lenders but for Beneficiary. Any amounts withdrawn from the fact that they are unenforceable or not allowable due to the existence of a bankruptcyTrust Account in accordance with this Trust Agreement shall be automatically released from, reorganization or similar proceeding involving such Borrowerand withdrawn free and clear of, any security interest created herein.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the Administrative Agentfollowing, for whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, and General Intangibles, including, without limitation, all of Borrower's Intellectual Property, all of Borrower's Deposit Accounts, and all money, and all property now or at any time in the ratable benefit future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the Lendersforegoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in all the Collateral. Upon the occurrence and during the continuance of such Borrower’s righta Default, title and Silicon may place a "hold" on any Deposit Account pledged as collateral. Except as disclosed to Silicon in writing, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material adverse impact on Silicon's business or financial condition. Borrower shall use reasonable efforts to take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (to the Collateral (subject to Liens permitted by this Agreementextent such restriction or prohibition is enforceable), whether now owned existing or hereafter acquired by entered into in the future. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Exim Eligible Foreign Accounts (as such Borrowerterm is defined in the Exim Agreement) is subject to and subordinate to the security interest granted to Silicon in the Exim Agreement with respect to such Exim Eligible Foreign Accounts, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, but only to the extent not otherwise includedany loans and advances are actually made to Borrower under the Exim Agreement based upon such Exim Eligible Foreign Accounts. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all policies upon the terms of insurance on any property of this Agreement, with such Borrower writing to be in form and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage substance satisfactory to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerSilicon.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt payment and performance in full when due of the LendersObligations (whether at stated maturity, by acceleration, or otherwise), Debtor hereby pledges and assigns to Secured Party, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority continuing lien on and security interest in in, all of such Borrower’s Debtor's right, title title, and interest in and to the Collateral (subject to Liens permitted by this Agreement)Collateral, whether now owned or hereafter arising or acquired by such Borrowerand wherever located. Notwithstanding anything to the contrary contained in this Agreement, including all proceeds of any and all the Obligations secured under this Agreement shall not exceed an aggregate amount equal to the greatest amount that would not render Debtor's indebtedness, liabilities or obligations under this Agreement subject to avoidance under Sections 544, 548 or 550 of the foregoing Federal Bankruptcy Code or hereinafter-described Collateral (includingsubject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided, without limitationhowever, proceeds that constitute property that, for purposes of the types described herein) andimmediately preceding clause, it shall be presumed that the Obligations secured hereunder do not equal or exceed any aggregate amount which would render Debtor's indebtedness, liabilities or obligations under this Agreement subject to being so avoided, set aside or annulled, and the burden of proof to the extent not otherwise included, all policies of insurance contrary shall be on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is party asserting to the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage contrary. Subject to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without but without limiting the generality of the foregoingforegoing sentence, the provisions of this Agreement secures are severable and, in any legally binding action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the payment enforcement of all amounts that constitute part creditors' rights and general principles of equity, if the indebtedness, liabilities or obligations of Debtor hereunder would otherwise be held or determined to be void, invalid or unenforceable on account of the Obligations and would be owed by each Borrower amount of its indebtedness, liabilities or obligations under this Agreement, then, notwithstanding any other provision of this Agreement to the Administrative Agent contrary, the amount of such indebtedness, liabilities or obligations shall, without any further action by Debtor, Secured Party or any other Person, be automatically limited and any of the Lenders but for the fact that they are unenforceable or not allowable due reduced to the existence of a bankruptcy, reorganization greatest amount which is valid and enforceable as determined in such action or similar proceeding involving such Borrowerproceeding.

Security Interest. Each Borrower hereby assigns If the Shareholder Approval is not obtained at the Annual Meeting and pledges either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the Company’s Common Stock over which the Holder had, immediately prior to the Administrative Agent, for the ratable benefit execution of the LendersNote Purchase Agreement, and hereby grants to the Administrative Agentdirect or indirect voting power, for the ratable benefit in favor of the LendersProposals or (ii) the Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above: The principal amount of this Note then outstanding, all accrued but unpaid interest and all other obligations owing by the Company pursuant to this Note and the other Transaction Documents, shall immediately be secured by a first priority security interest in all assets of such Borrower’s right, title the Company and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds stock of any and all of the foregoing or hereinafter-described Collateral (includingits subsidiaries, without limitation, proceeds that constitute property of the types described herein) andin all cases, to the extent not otherwise includedpermitted by any applicable court order, all policies of insurance on contract, mortgage, credit agreement or other agreement binding upon or applicable to the Company, its subsidiaries or their respective assets (a "Security Interest"). In the event that the Shareholder Approval is obtained at any property of such Borrower and all payments and proceeds under time within 180 days after the Annual Meeting, any such insurance Security Interest shall terminate on the date immediately following the date that such Shareholder Approval is obtained, and the Holder shall take all actions necessary to cause the termination of any such Security Interest. The Company and the Holder shall promptly enter into customary collateral agreements, which are consistent with the term sheet attached hereto as Exhibit C and otherwise reasonably acceptable to the Company and the Holder, granting such Security Interest and providing for the perfection thereof, within 45 days after the date hereof; provided, however, that such agreements shall not become effective unless and until the Company fails to obtain the Shareholder Approval at the Annual Meeting. Notwithstanding the foregoing, if the Holder has not purchased $12 million of notes pursuant to the Note Purchase Agreement, the Company will, after execution of inter-creditor agreements described below, be permitted to grant a Security Interest to investors in subsequent financings (each a "Subsequent Financing") for a principal amount not to exceed, in the aggregate for all such investors, the difference between $12 million and the funds invested by the Holder pursuant to the Note Purchase Agreement. If a Security Interest is granted to the investors in a Subsequent Financing, then the Security Interest granted with respect to this Note shall be pari passu with any such other Security Interest, and the Holder agrees to execute a customary inter-creditor agreement and other documents reasonably required to effect such parity, which in all cases must be on terms reasonably acceptable to the Holder and consistent with the terms of any collateral agreements described above. The Company shall notify the Holder at least five Business Days in advance of any potential Subsequent Financing. The Holder may elect to purchase additional notes (in the form of this Note) in a principal amount equal to such Subsequent Financing and the Company will not consummate such Subsequent Financing. Subject only to the Security Interests described above, the Company will not grant any security interest or otherwise encumber any assets of the Company or its subsidiaries, including the stock of any such subsidiaries, without the Holder’s prior written consent, which consent may not be unreasonably withheld. If this Note is secured by the Security Interest (whether or not on a pari passu basis), the Administrative Agent is the loss payee thereof, for the ratable benefit Company may incur additional unsecured debt without any consent of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerHolder.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, PFG a first priority security interest in all of such Borrower’s the following (collectively, the “Collateral”): all right, title and interest of Debtor in and to all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter arising or acquired by such Borrowerand wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including all proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the foregoing or hereinafter-described Collateral (includingabove, without limitation, proceeds that constitute property and all Debtor’s books relating to any and all of the types described hereinabove. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under this Section 2 attach to any (“Specified Contracts”): any lease, license, contract, property rights or agreement to which Debtor is a party or any of its rights (including property rights with respect to equipment) andor interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein, or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent not otherwise includedthat any such term would be rendered ineffective pursuant to Sections 9-406, all policies 9-407, 9-408 or 9-409 of insurance on the Code (or any property successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided however that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such Borrower and all payments and proceeds under lease, license, contract, property rights or agreement that does not result in any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)consequences specified in (i) or (ii) above. Except as disclosed on Exhibit A hereto, or Debtor represents and warrants to PFG that there are no Specified Contracts which are material to Debtor’s business. Debtor shall not, hereafter, without PFG’s prior written consent, enter into any indemnity warranty or guaranty payable by reason of loss or damage Specified Contract which is material to or otherwise with respect Debtor’s business. In addition, notwithstanding anything herein to the contrary, in no event shall the security interest granted under this Section 2 attach to any of the foregoing Collateral; all cash proceeds outstanding capital stock of a controlled foreign corporation (as such term is defined in the Internal Revenue Code of 1986, as amended) in excess of 65% of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment voting power of all Obligations classes of the Borrowers now or hereafter existing or arising. Without limiting the generality capital stock of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower such controlled foreign corporation entitled to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowervote.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, (a) As security for the ratable benefit payment and performance of the LendersObligations, Debtor hereby pledges, assigns, transfers, hypothecates and sets over to Secured Party, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in in, all of such Borrower’s Debtor's right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement)following property, wherever located and whether now existing or owned or hereafter acquired by such Borroweror arising (collectively, the "Collateral"): all accounts, accounts receivable, contract rights, rights to payment, chattel paper, letters of credit, documents, securities, money and instruments, and investment property, whether held directly or through a securities intermediary, and other obligations of any kind owed to Debtor; all deposit accounts, and all funds and amounts therein; all inventory; all equipment; all general intangibles and other personal property of Debtor; and all proceeds, including all proceeds insurance proceeds, of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 15 hereof. (c) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Collateral" shall not include, any general intangibles of Debtor (whether owned or hereinafter-described Collateral (includingheld as licensee or lessee, without limitation, proceeds that constitute property of the types described herein) andor otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise includedrelated to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all policies proceeds of insurance on any property general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such Borrower proceeds is not so restricted, and all payments and proceeds under (C) upon obtaining the consent of any such insurance (whether licensor, lessor or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise other applicable party's consent with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; such otherwise excluded general intangibles, such general intangibles as well as any and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts proceeds thereof that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence might have theretofore have been excluded from such grant of a bankruptcy, reorganization or similar proceeding involving such Borrower.security interest and the term "Collateral. SECTION 3

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment and performance of the LendersObligations, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in all of such BorrowerDebtor’s right, title and interest in in, to and to the Collateral (subject to Liens permitted by this Agreement)under all of its personal property, wherever located and whether now existing or owned or hereafter acquired by such Borroweror arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles (including, without limitation, all internet domain names and associated URL addresses, including the domain name “Xxxx.xxx” and associated URL addresses), instruments, inventory, investment property, letter-of-credit rights, money and all products, proceeds and supporting obligations of any and all of the foregoing or hereinafter-described (collectively, the “Collateral”). This Agreement shall create a continuing security interest in the Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, which shall remain in effect until terminated in accordance with Section 18 hereof. Anything herein to the extent contrary notwithstanding, in no event shall the Collateral include, and Debtor shall not otherwise includedbe deemed to have granted a security interest in, all policies any of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether Debtor’s right, title or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to interest in any of the foregoing Collateral; all cash proceeds outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the Collateralvoting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and all books (ii) if no adverse tax consequences to Debtor shall arise or exist in connection with the pledge of account any Controlled Foreign Corporation, the Collateral shall include, and recordsDebtor shall be deemed to have granted a security interest in, including all computer software relating theretosuch Controlled Foreign Corporation. This Agreement secures As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerInternal Revenue Code.

Security Interest. Each To secure the due payment and performance by Borrower of all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, of Borrower to Lender under, arising out of or in any way connected with this Agreement, the Note(s) and all agreements, guaranties, instruments and other documents executed and delivered in connection herewith or therewith, or otherwise, and to secure any other indebtedness, liabilities and obligations of Borrower to Lender, whether now existing or hereafter arising (all hereinafter referred to collectively as the "Obligations"), Borrower hereby assigns assigns, grants, mortgages, pledges, hypothecates, transfers and pledges sets over to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority lien on and security interest in (i) the property of Borrower set forth in the Schedule to the Note(s) (the ''Equipment"), together with all accessories, attachments and accessions now or hereafter affixed thereto and all substitutions and replacements of, and proceeds of the foregoing, plus any and all chattel paper, accounts, contract rights and general intangibles arising from the sale, lease or other disposition thereof, including but not limited to insurance proceeds and general intangibles, (ii) any cash or cash equivalents held by Lender on Borrower's behalf, including, without limitation, any refunds, security deposits or undisbursed advances or proceeds arising in connection with any loan or equipment lease (whether given hereunder or otherwise), (iii) all property, tangible or intangible, in which Lender has or may acquire hereafter a security interest, and (iv) all of such Borrower’s right's present and future accounts, title documents, general intangibles, and interest in and to the Collateral (subject to Liens permitted by this Agreement)other personal property, whether now owned or hereafter acquired by such Borrower, including and wherever located (all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of hereinafter referred to as the types described herein) and, "Collateral"). Lender shall not be obligated to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to release its security interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of Collateral until all Obligations of the Borrowers now or hereafter existing or arisingBorrower to Lender are paid and performed in full. Without limiting the generality of the foregoingAny security deposit made by Borrower to Lender, this Agreement secures and not subject to a separate Security Deposit Agreement, shall be held by Lender to secure the payment of all amounts that constitute part and performance of the Obligations and would may not be owed used by each Borrower for any payments due under the Note(s) or this Agreement or any other loan documents. Lender may, but is not obligated to, apply the security deposit to cure any monetary default, and Borrower agrees to immediately restore the Administrative Agent security deposit to its full amount. Except as may otherwise be required by applicable law, the security deposit may be commingled with Lender's other funds and any unapplied portion of the Lenders but for security deposit will be refunded to Borrower without interest only upon full payment and performance of the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerObligations.

Security Interest. Each Borrower Pledgor hereby assigns and pledges to the Administrative AgentBARGAINS, for the ratable benefit of the LendersSELLS, GRANTS, CONVEYS, TRANSFERS, PLEDGES, HYPOTHECATES, and hereby grants ASSIGNS to the Administrative Agent, FNB for the ratable benefit of the Lendersits benefit, a first priority security interest (the “Security Interest”) in the Pledged Stock, together with all increases, replacements, additions and substitutions related thereto, all dividends, distributions, return of such Borrower’s rightcapital, title cash, instruments and interest other property from time to time received, receivable or otherwise distributed in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned respect of or hereafter acquired by such Borrower, including all proceeds of in exchange for any and or all of the foregoing Pledged Stock and all subscription warrants, rights or hereinafter-described Collateral (options issued thereon or with respect thereto, together with, and including, without limitationall rights of Pledgor pursuant to its bylaws, proceeds that constitute property any shareholder agreement or other similar agreements of Landmark Bank (collectively, the “Pledge Agreement Collateral”), to secure the complete and timely payment, performance or discharge of (i) each of the types described hereinobligations and covenants of Pledgor under this Agreement, the Credit Agreement, the Note or the other Loan Documents, and all modifications, substitutions, extensions and renewals of each, whether absolute or contingent, liquidated or unliquidated, existing now or arising in the future and (ii) and, all present and future indebtedness and obligations of Pledgor to the extent not otherwise includedSecured Parties whether direct, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofindirect, for the ratable benefit of the Lenders)absolute, or any indemnity warranty or guaranty payable contingent and whether arising by reason of loss or damage to note, guaranty, overdraft, or otherwise (individually, an “Obligation” and collectively, the “Obligations”). The Security Interest shall be effective with respect to each item of Pledge Agreement Collateral for so long as any Obligation remains outstanding or FNB has any Commitment under the Credit Agreement, regardless of whether Pledgor becomes the foregoing Collateral; all cash proceeds owner of the Collateral; and all books of account and records, including all computer software relating thereto. This such Pledge Agreement secures the payment of all Obligations of the Borrowers now Collateral prior to or hereafter existing contemporaneously with or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower subsequent to the Administrative Agent and any incurring of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerObligation.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to Xxxxxx, the Administrative Agent, for the ratable benefit of the Lenderssecured party hereunder, a continuing security interest subject to the first priority security interest in all of such Borrower’s rightgranted to ______________ and to any prior interests granted to the Lender, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all "Collateral" as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the foregoing granting of this security interest, regardless of how they arise or hereinafter-described Collateral (by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, proceeds all interest, other fees and expenses (all hereinafter called "Obligations"). The Collateral includes the following property that constitute property Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the types described hereinUniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) andgrants includes all accessions, to attachments, accessories, parts, supplies and replacements for the extent not otherwise includedCollateral, all policies of insurance on any property of such Borrower products, proceeds and collections thereof and all payments records and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software data relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed Lender disclaims any security interest in household goods in which Xxxxxx is forbidden by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of law from taking a bankruptcy, reorganization or similar proceeding involving such Borrowersecurity interest.

Security Interest. Each Borrower hereby assigns This Deed of Trust is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Beneficiary a first priority security interest in all of such Borrower’s right, title and interest in and sums on deposit with Beneficiary pursuant to the Collateral provisions of Sections 1.6, 1.7 and 1.8 hereof or any other Section hereof and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or 27 the proceeds thereof (subject said property is hereinafter referred to Liens permitted by this Agreementcollectively as the "Collateral"), whether now owned or hereafter acquired not the same shall be attached to the Land or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property properly is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Land and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Grantor's leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Grantor. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Grantor and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Beneficiary. Grantor shall, from time to time upon the request of Beneficiary, supply Beneficiary with a current inventory of all amounts that constitute part of the Obligations and would be owed by each Borrower property in which Beneficiary is granted a security interest hereunder, in such detail as Beneficiary may require. Grantor shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Deed of Trust when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Beneficiary, remove from the Land or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcythis Deed of Trust except such as is replaced by an article of equal suitability and value as above provided, reorganization owned by Grantor free and clear of any lien or similar proceeding involving such Borrowersecurity interest except that created by this Deed of Trust and the other Loan Documents and except as otherwise expressly permitted by the terms of Section 1.13 of this Deed of Trust. All of the Collateral shall be kept at the location of the Land except as otherwise required by the terms of the Loan Documents. Grantor shall not use any of the Collateral in violation of any applicable statute, ordinance or insurance policy.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment and performance as and when due of all obligations of Dealers to CDF under this Agreement and the Lendersrelated transaction documents with respect to each item of Equipment described on a TS (collectively, and the “Obligations”), Dealers hereby grants grant to the Administrative Agent, for the ratable benefit of the Lenders, CDF a first priority security interest in (i) each item of Equipment now or hereafter described on a TS and the proceeds thereof, and (ii) the Curtailment Reserve Account and all funds now or hereafter contained therein and all proceeds thereof, regardless of whether such Borrower’s Curtailment Reserve Account is classified as an account, deposit account, money, contract right, title instrument, general intangible or otherwise (the “Collateral”); provided, however, that, notwithstanding the foregoing: (a) Collateral does not include, and CDF will not claim a right to or an interest in in: (1) any and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all such item of the foregoing Equipment that are accounts, chattel paper, payments, or hereinafter-described Collateral other proceeds (including, without limitation, Rental Contracts) arising from the rental or leasing of any such item of Equipment; or (2) any and all proceeds that constitute property of the types proceeds described hereinin the immediately preceeding clause (1) and(collectively, “Rental Proceeds”); and (b) to the extent not that the Obligations relating to any given item of Equipment have been satisfied in full by Dealers prior to the occurrence and continuation of a Default or an Unmatured Default: (1) such given item of Equipment and any proceeds thereof otherwise includedconstituting Collateral will no longer be Collateral; and (2) CDF will no longer have, all policies of insurance on be entitled to, or claim any property of such Borrower and all payments and proceeds under right or interest to or in any such insurance released item of Equipment and the proceeds thereof and CDF’s security interest therein shall be automatically released without any further action, it being understood that in the event a Default or an Unmatured Default has occurred and is continuing, CDF’s security interest hereunder will continue to attach to any item of Equipment then constituting Collateral and the proceeds thereof (whether or not other than Rental Proceeds), the Administrative Agent is Obligations for which were not, prior to the loss payee thereof, for the ratable benefit occurrence and continuation of the Lenders)Default or Unmatured Default, or satisfied in full by Dealers, and CDF will have all of its rights as a secured creditor as set forth in Section 16 below with respect to such Equipment and the right to apply the proceeds thereof (other than Rental Proceeds) against any indemnity warranty or guaranty payable by reason Obligations of loss or damage to or otherwise Dealers with respect to any other item of Equipment then constituting Collateral. All of such terms for which meanings are provided in the Uniform Commercial Code of the foregoing Collateral; all cash proceeds of applicable state, as the Collateral; and all books of account and recordssame may be amended, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving used herein with such Borrowermeanings.

Security Interest. Each Borrower In consideration of and in order to secure the fulfillment, satisfaction, payment and performance of all of the Obligations, each Grantor hereby assigns assigns, pledges, hypothecates and pledges sets over to the Administrative Agent, its successors and its assigns, for the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agent, its successors and its assigns, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all of such Borrower’s right, title and interest in and the Collateral. Notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (subject to Liens permitted x) the Excluded Account Assets; provided that, immediately upon payment in full and extinguishment of all the obligations owing by this Borrower and the other obligors under the Treasury Revolving Credit Agreement), whether now owned the Collateral shall include, and the security interest granted hereunder shall attach to, the Excluded Account Assets and (y) the Excluded Capital Securities; provided that, immediately upon any amendment, modification or hereafter acquired by such Borrower, including all proceeds of any and all repeal of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property Restrictive Provisions to allow the pledge of the types described hereinExcluded Capital Securities, the Collateral shall include, and the security interest granted hereunder shall attach to, such Capital Securities or (z) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under rights in Capital Securities (other than Capital Securities issued by any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the LendersSubsidiary), or any indemnity warranty Operating Documents of any issuer of such Capital Securities to which a Grantor is a party, or guaranty payable by reason of loss or damage to or otherwise with respect to any of its rights or interests thereunder, if the foregoing Collateral; all cash proceeds grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Collateral; and all books of account and recordsGrantor therein or (ii) in a breach or termination pursuant to the terms of, including all computer software relating thereto. This Agreement secures or a default under, any such property rights or Operating Documents (other than to the payment of all Obligations extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Borrowers now UCC (or hereafter existing any successor provisions) of any relevant jurisdiction or arising. Without limiting any other Applicable Law (including the generality Bankruptcy Code) or principals of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerequity).

Security Interest. Each This Agreement constitutes a “security agreement” within the meaning of the UCC. As security for the payment and performance of the Secured Obligations, Borrower hereby assigns pledges, hypothecates, assigns, transfers, sets over and pledges delivers to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants a security interest to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest Lenders in all of such Borrower’s right, title title, estate, claim and interest in the and to the Collateral agrees that Lenders shall have a perfected and continuing security interest in, and lien on, (subject to Liens permitted by this Agreement)a) all of Borrower’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of Borrower’s deposit accounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter acquired by such Borroweror arising, including (b) all proceeds returned, rejected or repossessed goods, the sale or lease of any which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing and the right to receive refunds of unearned insurance premiums under those policies, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all Equipment and General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records; and (e) all Proceeds and products of the foregoing. Borrower further agrees that Lenders shall have in respect thereof all of the foregoing or hereinafter-described Collateral rights and remedies of a secured party under the UCC as well as those provided in this Agreement, under each of the other Loan Documents and under applicable laws. Borrower agrees that at any time and from time to time, at its expense, Borrower will promptly execute and deliver all further instruments and documents (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower financing statements and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenderscontinuation statements), and take all further action that Lenders may request, in order to perfect and protect the security interests granted or any indemnity warranty or guaranty payable by reason of loss or damage purported to or otherwise be granted hereby and to enable the Lenders to exercise and enforce its rights and remedies hereunder with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.

Security Interest. Each Borrower Label hereby irrevocably assigns and pledges transfers to Navarre as collateral security for payment of all amounts which Navarre is entitled to charge against Label pursuant to this Agreement and the Administrative Agentother Documents, for the ratable benefit of the Lendersor which Label may otherwise owe Navarre, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s Label's right, title and interest in and to all inventory, goods and merchandise owned by Label which are now or at any time hereafter in the Collateral (subject possession of Navarre or which are located on any premises owned or leased by Navarre, whether on consignment or otherwise, and all recordings, records, tapes, CD's, CD ROM's, DVD's, videos or similar products delivered to Liens permitted by Navarre in connection with this Agreement); and all Masters delivered to Navarre for all Releases financed or distributed by Navarre, whether and all manufacturing, distribution and licensing rights and copyrights related thereto, and all other license and contract rights now owned existing or hereafter acquired by such Borrowerat any time arising, including all proceeds relating to the above-referenced collateral, including, without limitation, the right to use and exploit the Masters consistent with this Agreement until repayment in full of any and all amounts owed by Label to Navarre, together with all substitutions and replacements for and products and proceeds of any of the foregoing property (the "Collateral"). Upon Label's payment of all amounts due Navarre hereunder, Navarre shall terminate its security interest in and to the Collateral and shall execute any and all documents necessary to effectuate such termination. Label warrants and represents that it has not granted and will not grant any rights that would be superior to Navarre's rights hereunder in the Collateral to any other party by way of assignment, security interest or hereinafterotherwise, and that any GRANT OF RIGHTS with respect to the Collateral will be subject to Navarre's rights. Label hereby irrevocably grants to Navarre a limited power-described Collateral of-attorney to execute any and all financing statements or other documents (including, without limitation, proceeds that constitute property of UCC-1 forms) which Navarre deems, in its sole discretion, necessary to protect its interests in such Collateral and Navarre shall have the types described hereinright to file such statements, in Label's and/or Navarre's name, in any jurisdictions) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerwhere Navarre deems appropriate.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and (a) Purchaser hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Seller and Seller hereby retains a first priority continuing purchase money security interest in all of such Borrower’s rightthe Equipment sold and delivered by Seller to Purchaser, title together with all spare parts, attachments, accessories, accessions, additions, replacements, improvements, modifications and interest in and to the Collateral (subject to Liens permitted by this Agreement)substitutions thereto or thereof, whether now owned heretofore or hereafter acquired by such BorrowerPurchaser, including together with all proceeds of any and all of (as presently or hereafter defined by the foregoing or hereinafter-described Collateral (Uniform Commercial Code) thereof, including, without limitationbut not limited to, cash, money, promissory notes, inventory, accounts, accounts receivable, documents, instruments, chattel paper, general intangibles, payment intangibles, contract rights, leases, lease proceeds, rental payments, license fees, trade-ins, equipment, fixtures, accessories, attachments, work in process, goods, goods in transit, returned goods, and the proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality products of the foregoing, this Agreement secures all as presently or hereafter defined by the payment Uniform Commercial Code. The aforesaid security interest shall secure and act as security for any and all indebtedness, liability and obligations of all amounts that constitute part Purchaser to Seller, whether absolute, contingent, direct, indirect, liquidated or unliquidated, now existing or hereafter arising, whether or not secured by property or rights in addition to the Equipment. Purchaser hereby appoints Seller as its attorney in fact, and authorizes Seller to, (i) sign/authenticate on behalf of Purchaser such additional documents/records as may be required from time to time to create, amend, extend, continue, maintain or perfect the security interest described herein or otherwise granted to or retained by Seller and (ii) make/undertake such actions as Seller deems appropriate to perfect, amend, continue and maintain the perfection of the Obligations and would be owed security interest created hereby or otherwise granted to or retained by each Borrower Seller. In addition, Purchaser hereby ratifies any filings made against Purchaser by Seller prior to the Administrative Agent date hereof. Unless Seller otherwise agrees in writing, Purchaser shall keep the Equipment free from any adverse lien, security interest or encumbrance and will not store the Equipment or any part thereof or use the Equipment in violation of any statute or ordinance. In the event Purchaser shall be in default under this Acknowledgement-Sales Contract, Seller shall have the remedies of a secured party under the Uniform Commercial Code in addition to the rights and remedies set forth herein. Seller may enter the Purchaser’s premises and remove the Equipment and/or disable or render the Equipment unusable by electronic or any other means available to Seller. Purchaser agrees to assemble the Equipment in order to assist Seller in removing the Equipment at Purchaser’s cost and expense. Furthermore, Purchaser hereby agrees to pay Seller’s costs and expenses, including, but not limited to, reasonable attorneys’ fees and court costs for the determination of any amount due to Seller arising out of or in any way related to this Acknowledgement- Sales Contract and/or for the collection of any amounts owing to Seller hereunder or incurred in the repossession of the Lenders but for Equipment. The security interest granted herein shall survive any termination of the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerAcknowledgement-Sales Contract and/or Purchaser’s rights hereunder.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, PFG a first priority security interest in all of such Borrower’s the following (collectively, the “Collateral”): all right, title and interest of Debtor in and to all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter arising or acquired by such Borrowerand wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including all proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the foregoing or hereinafter-described Collateral (includingabove, without limitation, proceeds that constitute property and all Debtor’s books relating to any and all of the types described hereinabove. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under this Section 2 attach to any (“Specified Contracts”): any lease, license, contract, property rights or agreement to which Debtor is a party or any of its rights (including property rights with respect to equipment) andor interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent not otherwise includedthat any such term would be rendered ineffective pursuant to Sections 9-406, all policies 9-407, 9-408 or 9-409 of insurance on the Code (or any property successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided however that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such Borrower and all payments and proceeds under lease, license, contract, property rights or agreement that does not result in any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)consequences specified in (i) or (ii) above. Except as disclosed on Exhibit A hereto, or Debtor represents and warrants to PFG that there are no Specified Contracts which are material to Debtor’s business. Debtor shall not, hereafter, without PFG’s prior written consent, enter into any indemnity warranty or guaranty payable by reason of loss or damage Specified Contract which is material to or otherwise with respect Debtor’s business. In addition, notwithstanding anything herein to the contrary, in no event shall the security interest granted under this Section 2 attach to any of the foregoing Collateral; all cash proceeds outstanding capital stock of a controlled foreign corporation (as such term is defined in the Internal Revenue Code of 1986, as amended) in excess of 65% of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment voting power of all Obligations classes of the Borrowers now or hereafter existing or arising. Without limiting the generality capital stock of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower such controlled foreign corporation entitled to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowervote.

Security Interest. Each Borrower hereby assigns and pledges In order to secure: (A) the Administrative Agent, for the ratable benefit prompt payment of the LendersRent and all of the other amounts from time to time outstanding with respect hereto and to each Schedule, and hereby grants to the Administrative Agent, for the ratable benefit performance and observance by Lessee of all of the Lendersprovisions hereof and thereof and of all of the other Lease Documents; and (B) the prompt payment, performance and observance by Lessee of all other obligations of Lessee to Lessor under any other agreement or instrument, both now in existence and hereafter created (as the same may be renewed, extended or modified), including (without limitation) any other Master Lease Agreements and all Schedules now or hereafter executed pursuant thereto; Lessee hereby collaterally assigns, grants, and conveys to Lessor, a first priority security interest in and lien on all of such BorrowerLessee’s right, title and interest in and to all of the Collateral following (subject whether now existing or hereafter created, and including any other collateral described on any rider hereto; collectively, the “Collateral”; all terms used in this sentence but not otherwise defined in this Schedule or the Lease shall have meanings given in the UCC): (1) the Lessee's Equipment financed hereunder (to Liens permitted by the extent this AgreementLease is construed as a security agreement), Equipment described in any Schedule or otherwise covered thereby (including all inventory, fixtures or other property comprising the Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether now owned or hereafter acquired not furnished or financed by such Borrowerthe Lessor; (2) all books and records pertaining to the foregoing; (4) all property of Lessee held by Lessor, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of every description, in the types described hereincustody of or in transit to Lessor for any purpose, including safekeeping, collection or pledge, for the account of Lessee or as to which Lessee may have any right or power, including but not limited to cash and (5) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower insurance, substitutions, replacements, exchanges, accessions, proceeds and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality products of the foregoing, this Agreement secures including without limitation, insurance proceeds. The collateral assignment, security interest and lien granted herein shall survive the payment of all amounts that constitute part termination, cancellation or expiration of the Obligations Lease or a particular Schedule until such time as Lessee’s obligations hereunder, thereunder and would be owed by each Borrower under the Lease Documents are fully and indefeasibly discharged. The conveyance contemplated hereby is solely for the purpose of granting to Lessor a security interest in the Equipment. All Equipment in which an interest is conveyed hereby shall remain in the possession of Lessee pursuant to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyLease, reorganization or similar proceeding involving such Borrowerunless prior written consent is obtained from Lessor permitting otherwise.

Security Interest. Each Borrower hereby assigns To secure the due and pledges punctual payment of all liabilities, whether actual or contingent (“Liabilities”), of the Fund to the Administrative AgentCustodian now or hereafter arising or incurred under or in connection with this Agreement, for the ratable benefit of the Lenders, and Fund hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Custodian a first priority security interest in (i) all of such Borrowerthe Fund’s rightcash, title deposit accounts, securities and interest in other investment property, and to the Collateral (subject to Liens permitted by this Agreement)other assets, whether now owned existing or hereafter acquired by such Borroweror created, including in the possession or under the control of any of the Custodian and its agents, affiliates and subcustodians and (ii) any and all proceeds of any and all of thereof (collectively, the foregoing or hereinafter-described Collateral (including“Collateral”). The Liabilities include, without limitation, proceeds that constitute property (a) the obligations of the types described herein) and, Fund to the extent not otherwise included, all policies Custodian in relation to any advance of insurance on cash or securities for any property of such Borrower and all payments and proceeds under any such insurance purpose; (whether or not b) the Administrative Agent is the loss payee thereof, for the ratable benefit obligations of the Lenders)Fund to the Custodian (in its capacity as foreign exchange provider or otherwise) in relation to any spot or forward foreign exchange contracts or any other foreign exchange contract or facility entered into with the Fund; and (c) the obligations of the Fund to reimburse the Custodian for any taxes, interest, charges, expense, assessments, or any indemnity warranty other liabilities that may be assessed against or guaranty payable by reason imposed on the Custodian under or in connection with this Agreement, except such Liabilities as may arise from the Custodian’s own fraud, negligence or willful misconduct in the performance of loss or damage its duties hereunder. In the event that the Fund fails to or otherwise with respect to satisfy any of the foregoing Collateral; all cash proceeds Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral; , in addition to all other rights and all books remedies arising hereunder or under applicable law, the rights and remedies of account and records, including all computer software relating thereto. This Agreement secures a secured party under the payment Uniform Commercial Code of all Obligations The Commonwealth of the Borrowers now or hereafter existing or arisingMassachusetts. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower prejudice to the Administrative Agent Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell or otherwise realize any such Collateral and apply the money or other proceeds and any other monies credited to the cash accounts in satisfaction of such Liabilities. The Fund acknowledges that, in the Custodian exercising any such rights or remedies against any of the Lenders but Collateral, it will be commercially reasonable for the fact that they are unenforceable Custodian (i) to accelerate or not allowable due cause the acceleration of the maturity of any fixed term deposits comprised in the Collateral and (ii) to effect such currency conversions as may be necessary at its current rates for the existence sale and purchase of a bankruptcy, reorganization or similar proceeding involving such Borrower.the relevant currencies. Information Classification: Limited Access

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby Applicant grants to Xxx-Xxx, LLC (Xxx-Xxx) a security interest (as collateral) in any and all goods purchased pursuant to this Credit Agreement to secure the Administrative Agent, for the ratable benefit payment of the Lenders, Applicant’s obligation to Xxx-Xxx under this Agreement. Applicant also grants a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all goods, equipment, or proceeds, including but not limited to letter-of-credit rights and accounts receivable, arising from or related to the goods purchased in this Agreement to secure payment of Applicant’s obligation to Xxx-Xxx under this Agreement. Applicant also grants security interest in any and all goods purchased pursuant to this Credit Agreement to the terms of this Agreement, to secure the payment of Applicant’s obligation to Xxx-Xxx under this Agreement. SIGNATURE(S) REQUIRED BELOW: SIGNATURE NAME (Please Print) TITLE DATE SIGNATURE NAME (Please Print) TITLE DATE PERSONAL GUARANTEE & CONSUMER CREDIT AUTHORIZATION: For good and valuable consideration, I (guarantor name) (“Guarantor”) agree to personally assume all liabilities, present and future contracted to herein including but not limited to: all open account sales, all written and verbal contracts secured and unsecured and any other sales transaction for the duration of the foregoing Applicant’s business relationship with Xxx-Xxx, LLC The Guarantor acknowledges that this Guarantee is a Guarantee of Payment, and the Guarantor’s obligations under this Guarantee are and shall at all times continue to be absolute and unconditional in all respects, and shall at times be valid and enforceable irrespective of any other agreements or hereinafter-described Collateral circumstances of any nature whatsoever which might otherwise constitute a defense to this Guarantee and the obligations of the Guarantor under this Guarantee of the obligations of any other person or party (including, without limitation, proceeds that constitute property the Applicant) relating to this Guarantee or the obligations of the types described hereinGuarantor hereunder. It is understood that this is a personal guaranty and not a corporate guaranty. The “Payment Terms” established above for this Credit Agreement are hereby incorporated into this personal guarantee, and I agree to be bound by the terms set forth therein. The undersigned hereby consent(s) andto Xxx-Xxx LLC’s use of a non-business consumer credit report on the undersigned in order to further evaluate the credit worthiness of the undersigned as principal(s), proprietor(s), and/or guarantor(s) in connection with the extension of business credit as contemplated by this credit application. The undersigned hereby authorize(s) Xxx-Xxx, LLC and its agents to utilize a consumer credit report on the undersigned as an individual(s) hereby knowingly consent(s) to the extent not otherwise included, all policies of insurance on any property use of such Borrower and all payments and proceeds under any such insurance credit report consistent with the Federal Fair Credit Reporting Act as contained in 15 U.S.C. @ 1681 et seq. SIGNATURE(S) REQUIRED BELOW: SIGNATURE NAME (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.Please Print) TITLE DATE 800-556-6366

Security Interest. Each To secure payment of all Obligations, Holdings and each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Obligations, a security interest in (i) all present and future Inventory of Holdings or such Borrower, together with all attachments, accessories, exchanges and additions to (including replacement parts installed in or repairs to) any such Inventory, and all chattel paper, documents, certificates of title, certificates of origin, general intangibles, instruments, accounts and contract rights now existing or hereafter arising with respect thereto, (ii) all Parts Inventory, (iii) all Company Vehicles, (iv) all cash and non-cash proceeds of any of the foregoing, and (v) all deposit accounts and securities accounts, to the extent proceeds of the foregoing have been deposited therein or amounts or investment property therein otherwise represent proceeds of any of the foregoing (collectively, the “Collateral”). Each Borrower agrees that at any time and from time to time, upon the request of Administrative Agent, Borrowers will promptly (i) deliver to Administrative Agent all Collateral other than Inventory, Parts Inventory and Company Vehicles, (ii) xxxx all chattel paper, documents and instruments and Borrowers’ books of account, ledger cards and other records relative to the Collateral with a notation reasonably satisfactory to Administrative Agent disclosing that they are subject to Administrative Agent’s security interest, (iii) execute and deliver to Administrative Agent such instruments, statements and agreements as Administrative Agent may reasonably request to evidence further each Loan and the security interests granted hereunder; provided, however, a Borrower’s failure to comply with such request shall not affect or limit Administrative Agent’s security interest or other rights in and to the Collateral, (iv) execute and deliver to Administrative Agent Control Agreements for all deposit accounts and securities accounts, to the extent proceeds of the foregoing have been deposited therein or amounts or investment property therein otherwise represent proceeds of any of the foregoing, and (v) permit Administrative Agent or its representatives to examine the Collateral and Borrowers’ books and records and, during the continuation of an Event of Default, Borrowers agree to pay to Administrative Agent its actual costs relating to such examinations immediately upon receipt of Administrative Agent’s invoice therefor. Borrowers agree that Administrative Agent may directly collect any amount owed to Borrowers with respect to the Collateral (hereafter referred to as an "Account") and credit Borrowers with all sums received by Administrative Agent. With the consent of the Borrower Representative, not to be unreasonably withheld or delayed, or at any time that an Event of Default has occurred and is continuing, Administrative Agent may contact any customer of any Borrower to confirm and verify the terms of sale, payments made on an Account, and any modifications claimed to be made by the Borrowers with such customer of Borrower. If an Event of Default has occurred and is continuing, Borrowers agree that Administrative Agent may at any time notify any customer of any Borrower of the assignment of said Account and revoke the authority of the Borrowers to collect the same and should the Administrative Agent at any time receive any checks, drafts, money orders or other instruments or orders for money payable to a Borrower to apply to an Account, Administrative Agent is irrevocably appointed attorney-in-fact for each such Borrower to endorse each such instrument with the name of the applicable Borrower and collect the same. Without limiting the foregoing, (i) concurrently with the entry of any Borrower into a security agreement, mortgage or other document pursuant to which such Borrower purports to xxxxx x Xxxx in any personal property to secure the obligations under any Formula Revolver Loan Documents, the Borrower shall enter into a corresponding agreement granting a Lien in such personal property to secure the Obligations, and (ii) as security for the full and timely payment and performance of all Obligations, Borrower Representative shall, and shall cause each other Borrower to do or cause to be done all things necessary in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a duly perfected first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted by this Agreement)under Section 8.1. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoINC. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.41

Security Interest. Each Borrower The Seller and ACC intend that the transfers of Commercial Receivables effected pursuant to this Agreement and the applicable Assignments constitute true sales of such Commercial Receivables by the Seller to ACC, providing ACC with the full benefits of ownership thereof, and neither the Seller nor ACC intends the transactions contemplated hereby assigns and pledges to be, or for any purpose to be characterized as, a mere financing arrangement or as a loan from ACC to the Administrative AgentSeller. However, for as a precautionary matter, (i) to secure the ratable benefit prompt payment and performance of all of the LendersSeller's obligations (whether monetary or otherwise) under or in connection with this Agreement including, but not limited to, the Seller's liability to ACC for Damages and the Seller's obligation to pay amounts which may become due and owing under Section 12 hereof, the Seller hereby assigns, pledges and grants to the Administrative Agent, for the ratable benefit of the Lenders, ACC a first priority security interest in all of such Borrower’s rightin, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and under all of the foregoing or hereinafter-described Collateral (includingfollowing, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting acquired: the generality of the foregoingCommercial Receivables purchased by ACC, this Agreement secures the payment of all related Contracts and all Collections with regard thereto, any and all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable now or not allowable hereafter due to the existence Seller from the Reserve Account and replacements and proceeds thereof, any and all amounts which may become due to the Seller from ACC with respect to the balance of the Purchase Price due with respect to any Commercial Receivable purchased by ACC hereunder, all funds on deposit in any lockbox, each of the foregoing and all certificates and instruments, if any, from time to time evidencing the Reserve Account and the Lockbox Accounts, if any, and funds on deposit therein, all claims thereunder or in connection therewith all interest dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all proceeds and amounts received or receivable under any or all of the foregoing and (ii) this Agreement shall constitute a bankruptcy, reorganization or similar proceeding involving such Borrowersecurity agreement under the UCC as amended from time to time.

Security Interest. Each (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders but for and the fact that they are unenforceable other Credit Parties hereunder shall terminate, all without delivery of any instrument or not allowable due performance of any act by any party, and all rights to the existence Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of a bankruptcythe Borrower, reorganization or similar proceeding involving the Administrative Agent shall execute and deliver to the Borrower UCC-3 termination statements and such Borrower.other documents as the Borrower shall reasonably request to evidence such termination. 44

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to Lender, the Administrative Agent, for the ratable benefit of the Lenderssecured party hereunder, a continuing security interest subject to the first priority security interest in all of such Borrower’s rightgranted to Advantage Capital Funding (“Advantage Interest”) and to any prior interests granted to the Lender, title and interest in and to the Collateral (subject to Liens permitted by this Agreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the foregoing granting of this security interest, regardless of how they arise or hereinafter-described Collateral (by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, proceeds all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that constitute property Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) the types secured position in the Company’s accounts receivable in the aggregate amount of $4,470,000 pursuant to an agreement for the purchase and sale of future receipts by the holder thereof as further described hereinin the Form 8-K filed by the Borrower on October 11, 2023, and accounts, including health-care insurance receivables, (j) anddeposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the extent not otherwise includedUniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all policies of insurance on any property of such Borrower products, proceeds and collections thereof and all payments records and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software data relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arisingLender disclaims any security interest in household goods in which Xxxxxx is forbidden by law from taking a security interest. Without limiting the generality of the foregoing, Please initial this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower.document here______

Security Interest. Each As collateral security for the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Facility Obligations, the Borrower hereby assigns assigns, pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority lien on and security interest in all of such the Borrower’s right, title and interest in in, to and to under (but none of its obligations under) the Collateral (subject to Liens permitted by this Agreement)Collateral, whether now existing or owned or hereafter arising or acquired by such the Borrower, including all proceeds and wherever located. The grant under this Section 6.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, the Collateral Custodian, the Managing Agents or any of the Secured Parties of any and obligation of the Borrower or any other Person in connection with any or all of the foregoing Collateral or hereinafter-described under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, Debt Obligations 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 otherwise includedbeen executed, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not b) the exercise by the Administrative Agent is the loss payee thereofAgent, for the ratable benefit of the Lenders)Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Administrative Agent, the Collateral Custodian, the Managing Agents or any indemnity warranty Secured Party shall have any obligations or guaranty payable liability under the Collateral by reason of loss this Agreement, nor shall the Administrative Agent, the Managing Agents or damage any Secured Party be obligated to or otherwise with respect to perform any of the foregoing Collateral; all cash proceeds obligations or duties of the Collateral; and all books of account and records, including all computer software relating theretoBorrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement secures The Borrower hereby authorizes the payment of all Obligations of the Borrowers now Collateral Custodian or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any Agent, on its behalf, to file an “all assets” financing statement against it which covers all of its personal property; provided that the Lenders but for Collateral Custodian shall not be obligated to execute, authorize or file such financing statement except upon written instruction from the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerAdministrative Agent.

Security Interest. Each Borrower hereby assigns This Mortgage is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Mortgagor hereby grants to Mortgagee a security interest in, all sums on deposit with Mortgagee pursuant to the Administrative Agentprovisions of Section 1.6, for Section 1.7, Section 1.8 and Section 1.34 hereof or any other Section hereof or of any other Loan Document and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property of Mortgagor included within the ratable benefit Mortgaged Property, all renewals, replacements of any of the Lendersaforementioned items, a first priority security interest or articles in all of such Borrower’s right, title and interest substitution therefor or in and addition thereto or the proceeds thereof (said property is hereinafter referred to collectively as the Collateral (subject to Liens permitted by this Agreement"Collateral"), whether now owned or hereafter acquired not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Premises and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Mortgagor's leasehold interest in any of the foregoing Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Mortgagor. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Mortgagor and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Mortgagee. Mortgagor shall, from time to time upon the request of Mortgagee, supply Mortgagee with a current inventory of all amounts that constitute part of the Obligations and would be owed by each Borrower property in which Mortgagee is granted a security interest hereunder, in such detail as Mortgagee may reasonably require. Mortgagor shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Mortgage when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Mortgagee, remove from the Premises or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcythis Mortgage except such as is replaced by an article of equal suitability and value as above provided, reorganization owned by Mortgagor free and clear of any lien or similar proceeding involving such Borrowersecurity interest except that created by this Mortgage and the other Loan Documents. All of the Collateral shall be kept at the location of the Premises except as otherwise required by the terms of the Loan Documents. Mortgagor shall not use any of the Collateral in violation of any applicable statute, ordinance or insurance policy. Notwithstanding anything to the contrary herein provided, neither the Mortgaged Property nor the Collateral shall include any inventory, equipment or trade fixtures of Tenant (or any other tenant of the Mortgaged Property) or the proceeds thereof.