Common use of Creation of Security Interest Clause in Contracts

Creation of Security Interest. (a) Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Creation of Security Interest. (a) Borrower hereby grants LenderNotwithstanding any other provision set forth in this Agreement, to secure the payment and performance in full of all Note, the Mortgage or any of the Obligationsother Loan Documents, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender create a security interest in all or any portion of its rights under this Agreement, the Equity Interests Note, the Mortgage and any other Loan Document (including, without limitation, the advances owing to it) in which Borrower has favor of (i) any interestFederal Reserve Bank, together any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of Lender that is assigned in connection with all proceeds a Central Bank Pledge is foreclosed upon and substitutions transferred to the pledge thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights no further liability hereunder with respect to the Equity Interests in which it has an interest that was the subject of such transfer and to give consents, waivers and ratifications in respect thereof, provided that: no such notice the assignee shall be Lender with respect to such interest. Lender shall not be required if to notify Borrower has commenced an Insolvency Proceeding andof any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (15) Business Days after request therefor is made by Lender, any documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Lender in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any event, no vote shall be cast or consent, waiver or ratification given or action taken such documents and amendments which would be inconsistent with any increase Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights Loan other than to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaulta de minimis extent.

Creation of Security Interest. (a) Borrower hereby grants to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, Obligations a continuing security interest in, and pledges to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the CollateralCollateral (subject only to Permitted Liens that may have priority to Administrative Agent’s and Lenders’ Liens as permitted under this Agreement). If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000)claim, Borrower shall promptly notify Lender Administrative Agent in a writing signed by Borrower of the general details thereof and deliver such other documents as Lender may require grant to grant Lender a perfected security interest Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender writing a security interest therein and in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of upon the terms of this Agreement Agreement, with such writing to be in form and substance reasonably satisfactory to Administrative Agent. (b) Borrower hereby assigns, pledges, delivers, and transfers to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, and hereby grants to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, a continuing first priority security interest in and against all right, title and interest of the following, whether now or which would constitute hereafter existing or create acquired by Borrower: (i) any violation Pledged CD issued from time to time and general intangibles arising therefrom or relating thereto; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith. (ii) all proceeds of the foregoing (including whatever is receivable or received when any Pledged CD or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Pledged CD, and all rights to payment with respect to any cause of action affecting or relating to the Pledged CD); and (iii) all renewals, replacements and substitutions of items of any Pledged CD. If this Agreement is terminated, Administrative Agent’s and Lenders’ Liens in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. The parties to this Agreement do not intend that Borrower’s delivery of such terms. All such rights any Pledged CD to vote and give consentsAdministrative Agent as herein provided will constitute an advance payment of any Obligations or liquidated damages, waivers and ratifications shall terminate upon nor do the occurrence and during parties intend that any Pledged CD increase the continuance dollar amount of an Event of Defaultthe Obligations.

Creation of Security Interest. (a) Borrower Pledgor hereby pledges to Agent, and grants Lender, to secure the payment and performance in full of all of the Obligations, Agent a continuing security interest in, and pledges to Lenderall of the following property (collectively, the “Collateral”): (a) the Pledged Shares and the certificates representing the Pledged Shares, and all Dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, and (b) all present and future direct or indirect products and proceeds of the foregoing in whatever form and wherever located, whether now owned arising from a voluntary or hereafter acquired or arisinginvoluntary event, including, without limitation, proceeds of proceeds, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrowerclaims against third parties. (b) Borrower representsIt is expressly agreed and understood that notwithstanding the foregoing and the provisions of paragraph 4(a) below, warrantsAgent, and covenants that as of the security interest date hereof, has been granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars Pledged Shares as collateral under that certain Loan and Security Agreement Number 1221 dated May 29, 2008 by and between Lighthouse Capital Partners VI, L.P. ($100,000“Lighthouse”), Borrower Pledgor and the Borrowers named therein (the “Senior Credit Agreement”) and the related Stock Pledge Agreement dated as of May 29, 2008 (the “Lighthouse Pledge Agreement”). Agent and Pledgor agree that this Agreement shall promptly notify Lender in writing and deliver such other documents as Lender may require now be operative to grant Lender a perfected perfect the security interest (i) of Lighthouse, with respect to the Senior Credit Agreement, and (ii) of Agent, for itself and as Agent for the Lenders, with respect to the Loan Agreement. In the event that all Obligations (as defined under the Senior Credit Agreement) are satisfied in full, this Pledge Agreement and Agent’s possession of the Pledged Shares (unless such commercial tort claim. (cpossession is relinquished upon such satisfaction) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions shall remain operative to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of LenderAgent’s security interest in the Equity Interests. Unless an Event Pledged Shares and all parties agree that the original date of Default shall have occurred and be continuing, each Borrower perfection of the security interest of Agent in the Pledged Shares shall be entitled deemed to exercise any voting rights with respect be the date hereof unless otherwise required pursuant to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this an Agency and Intercreditor Agreement or which would constitute or create (as defined in the Loan Agreement) by and among Agent, the Lender parties to the Loan Agreement and the Borrower. The parties acknowledge and agree that any violation of any of such terms. All such rights granted to vote and give consentsAgent hereunder, waivers and ratifications shall terminate upon be subject only to the occurrence and during identical rights granted prior in time to Lighthouse acting for itself under the continuance of an Event of DefaultLighthouse Pledge Agreement, subject only to Permitted Liens (as defined in the Loan Agreement).

Creation of Security Interest. (a) 4.1 Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, Bank a continuing security interest in, in all presently existing and pledges hereafter arising Collateral in order to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, secure prompt repayment of any and all proceeds Obligations owed by Borrower to Bank and products thereof. If in order to secure prompt performance by Borrower of each and all of its covenants and Obligations under this Agreement is terminated, Lender’s lien and otherwise created. Bank's security interest in the Collateral shall continue until attach to all Collateral without further act on the Obligations part of Bank or Borrower. In the event that any Collateral, including proceeds, is evidenced by or consists of a letter of credit, advice of credit, instrument, money, negotiable documents, chattel paper or similar property (other than contingent indemnification obligations as collectively, "Negotiable Collateral"), Borrower shall, immediately upon receipt thereof, endorse and assign such Negotiable Collateral over to which no claim has been asserted Bank and deliver actual physical possession of the Negotiable Collateral to Bank. 4.2 Bank's security interest in Receivables shall attach to all Receivables without further act on the part of Bank or is known to exist) are repaid in full in cashBorrower. Upon request from Bank, Borrower shall provide Bank with schedules describing all Receivables created or acquired by Borrower (including without limitation agings listing the names and addresses of, and amounts owing by date by account debtors), and shall execute and deliver written assignments of all Receivables to Bank all in a form acceptable to Bank, provided, however, Borrower's failure to execute and deliver such schedules and/or assignments shall not effect or limit Bank's security interest and other rights in and to the Receivables. Together with each schedule, REVOLVING LOAN & SECURITY AGREEMENT (ACCOUNTS AND INVENTORY) Borrower shall furnish Bank with copies of Borrower's customers' invoices or the equivalent, and original shipping or delivery receipts for all merchandise sold, and Borrower warrants the genuineness thereof. Bank or Bank's designee may notify customers or account debtors of collection costs and expenses to Borrower's account but, unless and until Bank does so or gives Borrower other written instructions, Borrower shall collect all Receivables for Bank, receive in trust all payments thereon as Bank's trustee, and, if so requested to do so from Bank, Borrower shall immediately deliver said payments to Bank in their original form as received from the account debtor and all letters of credit, advices of credit, instruments, documents, chattel paper or any similar property evidencing or constituting Collateral. Notwithstanding anything to the contrary contained herein, if sales of inventory are made for cash, Borrower shall immediately deliver to Bank, in identical form, all such cash, checks, or other forms of payment which Borrower receives. The receipt of any check or other item of payment by Bank shall not be considered a payment on account until such check or other item of payment is honored when presented for payment, in full which event, said check or other item of payment shall be deemed to have been paid to Bank TWO (2) calendar days after the date Bank actually receives such check or other item of payment. 4.3 Bank's security interest in cash inventory shall attach to all inventory without further act on the part of Bank or Borrower. Upon Bank's request Borrower will from time to time at Borrower's expense pledge, assemble and deliver such inventory to Bank or to a third party as Bank's bailee; or hold the Obligations (same in trust for Bank's account or store the same in a warehouse in Bank's name; or deliver to Bank documents of title representing said inventory; or evidence of Bank's security interest in some other than contingent indemnification obligations as manner acceptable to which no claim has been asserted Bank. Until a default by Borrower under this Agreement or is known any other Agreement between Borrower and Bank. Borrower may, subject to exist) Lender shallthe provisions hereof and consistent herewith, sell the inventory, but only in the ordinary course of Borrower's business. A sale of inventory in Borrower's ordinary course of business does not include an exchange or a transfer in partial or total satisfaction of a debt owing by Borrower. 4.4 Borrower shall execute and deliver to Bank concurrently with Borrower's execution of this Agreement, and at Borrowers’ sole cost any time or times hereafter at the request of Bank, all financing statements, continuation financing statements, security agreements, mortgages, assignments, certificates of title, affidavits, reports, notices, schedules of accounts, letters of authority and expenseall other documents that Bank may request, release its liens in form satisfactory to Bank, to perfect and maintain perfected Bank's security interest in the Collateral and in order to fully consummate all rights therein shall revert of the transactions contemplated under this Agreement. Borrower hereby irrevocably makes, constitutes and appoints Bank (and any of Bank's officers, employees or agents designated by Bank) as Borrower's true and lawful attorney-in-fact with power to sign the Borrower. (b) name of Borrower representson any financing statements, warrantscontinuation financing statements, and covenants that the security interest granted herein is and shall at all times agreement, mortgage, assignment, certificate of title, affidavit, letter of authority, notice of other similar documents which must be executed and/or filed in order to perfect or continue to be a first priority perfected Bank's security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery make appropriate entries in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s 's Books disclosing Bank's security interest in the Equity InterestsReceivables. Unless an Event Bank (through any of Default its officers, employees or agents) shall have occurred the right at any time or times hereafter during Borrower's usual business hours, or during the usual business hours of any third party having control over the records of Borrower, to inspect and verify Borrower's Books in order to verify the amount or condition of, or any other matter, relating to, said Collateral and Borrower's financial condition. 4.5 Borrower appoints Bank or any other person whom Bank may designate as Borrower's attorney-in-fact, with power to endorse Borrower's name on any checks, notes, acceptances, money order, drafts or other forms of payment or security that may come into Bank's possession; to sign Borrower's name on any invoice or xxxx of lading relating to any Receivables, on drafts against account debtors, on schedules and assignments of Receivables, on verifications of Receivables and on notices to account debtors; to establish a lock box arrangement and/or to notify the post office authorities to change the address for delivery of Borrower's mail addressed to Borrower to an address designated by Bank, to receive and open all mail addressed to Borrower, and to retain all mail relating to the Collateral and forward all other mail to Borrower; to send, whether in writing or by telephone, requests for verification of Receivables; and to do all things necessary to carry out this Agreement. Borrower ratifies and approves all acts of the attorney-in- fact. Neither Bank nor its attorney-in-fact will be continuingliable for any acts or omissions or for any error of judgement or mistake of fact or law. This power being coupled with an interest, each Borrower is irrevocable so long as any Receivables in which Bank has a security interest remain unpaid and until the Obligations have been fully satisfied. 4.6 In order to protect or perfect any security interest which Bank is granted hereunder, Bank may, in its sole discretion, discharge any lien or encumbrance or bond the same, pay any insurance, maintain guards, warehousemen, or any personnel to protect the Collateral, pay any service bureau, or, obtain any records, and all costs for the same shall be entitled to exercise any voting rights with respect added to the Equity Interests in which it has an interest Obligations and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if payable on demand. 4.7 Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of agrees that Bank may provide information relating to this Agreement or which would constitute or create any violation of any of such terms. All such rights relating to vote Borrower to Bank's parent, affiliates, subsidiaries and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaultservice providers.

Creation of Security Interest. (a) Borrower hereby grants to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, Obligations a continuing security interest in, and pledges to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the CollateralCollateral (subject only to Permitted Liens that may have priority to Administrative Agent’s and Lenders’ Liens as permitted under this Agreement). If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000)claim, Borrower shall promptly notify Lender Administrative Agent in a writing signed by Borrower of the general details thereof and deliver such other documents as Lender may require grant to grant Lender a perfected security interest Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender writing a security interest therein and in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of upon the terms of this Agreement Agreement, with such writing to be in form and substance reasonably satisfactory to Administrative Agent. (b) Borrower hereby assigns, pledges, delivers, and transfers to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, and hereby grants to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, a continuing first priority security interest in and against all right, title and interest of the following, whether now or which would constitute hereafter existing or create acquired by Borrower: (i) any violation and all Pledged CD now or hereafter issued from time to time to Borrower by SVB in accordance with Section 6.8, including without and general intangibles arising therefrom or relating thereto; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith. (ii) all proceeds of the foregoing (including whatever is receivable or received when any and all Pledged CD or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Pledged CD, and all rights to payment with respect to any cause of action affecting or relating to the Pledged CD); and (iii) all renewals, replacements and substitutions of items of any Pledged CD. If this Agreement is terminated, Administrative Agent’s and Lenders’ Liens in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. The parties to this Agreement do not intend that Borrower’s delivery of such terms. All such rights any Pledged CD to vote and give consentsAdministrative Agent as herein provided will constitute an advance payment of any Obligations or liquidated damages, waivers and ratifications shall terminate upon nor do the occurrence and during parties intend that any Pledged CD increase the continuance dollar amount of an Event of Defaultthe Obligations.

Creation of Security Interest. (a) Borrower hereby grants LenderNotwithstanding any other provision set forth in this Agreement, to secure the payment and performance in full of all Note, the Mortgage or any of the Obligationsother Loan Documents, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as each Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender create a security interest in all or any portion of its rights under this Agreement, the Equity Interests Note, the Mortgage and any other Loan Document (including, without limitation, the advances owing to it) in which Borrower has favor of (i) any interestFederal Reserve Bank, together any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of a Lender that is assigned in connection with all proceeds a Central Bank Pledge is foreclosed upon and substitutions transferred to the pledge thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, such Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights no further liability hereunder with respect to the Equity Interests in which it has an interest that was the subject of such transfer and to give consents, waivers and ratifications in respect thereof, provided that: no such notice the assignee shall be Lender with respect to such interest. Lender shall not be required if to notify Borrower has commenced an Insolvency Proceeding andof any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (15) Business Days after request therefor is made by Agent, any reasonable documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Agent in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any event, no vote shall be cast or consent, waiver or ratification given or action taken such documents and amendments which would be inconsistent with any increase Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights Loan other than to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaulta de minimis extent.

Creation of Security Interest. (a) Borrower hereby grants LenderThis Mortgage constitutes both a real property mortgage and a “security agreement”, to secure within the payment and performance in full of all meaning of the Obligations, a continuing security interest in, Uniform Commercial Code. The Mortgaged Property includes both real and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and personal property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash rights and noncash proceeds interest, whether tangible or intangible in nature, of Mortgagor in the foregoingMortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s a security interest in (a) the Equity InterestsMortgaged Property, and (b) the personal property identified on Exhibit B attached hereto whether now or hereafter existing, in each case to the fullest extent that the same may be subject to the Uniform Commercial Code (all of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”). Unless If an Event of Default shall exist, (i) Mortgagee, in addition to any other rights and remedies that it may have, shall have occurred and be continuingmay exercise immediately and without demand, each Borrower any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall be entitled pay to exercise Mortgagee on demand any voting and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Equity Interests Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor in which it has an interest accordance with the provisions of this Mortgage at least five (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and to give consents, waivers and ratifications the method of sale or disposition or other intended action set forth or specified in respect thereof, provided that: no such notice shall conclusively be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall deemed to be cast or consent, waiver or ratification given or action taken which would be inconsistent with any commercially reasonable within the meaning of the terms of this Agreement or which would constitute or create any violation Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds of any sale or disposition of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such terms. All such rights to vote priority and give consents, waivers and ratifications proportions as Mortgagee in its discretion shall terminate upon the occurrence and during the continuance of an Event of Defaultdeem proper.

Creation of Security Interest. (ai) Borrower hereby grants Lender, to To secure the prompt payment and performance in full of all of the ObligationsObligations of the Company, the Company grants the Lender a continuing security interest in, and pledges to the Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminatedThe Collateral shall include all proceeds of all Intellectual Property of the Company (whether acquired upon the sale, lease, license, exchange or other disposition of such Intellectual Property) and all other rights arising out of such Intellectual Property. The Lender’s lien Lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to existinchoate indemnity obligations) are repaid satisfied in full in cash. Upon payment in full in cash of full, and at such time, the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowersthe Company’ sole cost and expense, release terminate its liens security interest in the Collateral and all rights therein shall revert to the BorrowerCompany. (bii) Borrower The Company represents, warrants, and covenants that the security interest granted herein herein, or in any other Loan Document, is and shall at all times continue to be a first second priority perfected security interest in the Collateral; provided that (a) the Company shall not be required to establish the Lender’s control over the Sphere Stock owned by the Company, (b) unless otherwise required by the Lender following the Funding Date, the Company shall not be required to establish the Lender’s control over any deposit accounts or securities accounts of the Company, and (c) so long as any obligations are outstanding under the SVB Credit Agreement, the Company shall not be required to deliver to the Lender any Collateral in the possession of Silicon Valley Bank. If Borrower the Company shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000)claim, Borrower the Company shall promptly notify the Lender in a writing signed by the Company of the general details thereof and grant to the Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Lender. Upon the sale or other disposition of any Collateral to any Person that is not prohibited by this Agreement, for which the Company desires to obtain a security interest release, the Lender shall, at the Company’s expense, execute and deliver such other documents as Lender may require to grant Lender a perfected releases of its security interest in such commercial tort claimCollateral as reasonably requested by the Company. (ciii) Borrower The Company hereby authorizes the Lender to file at any time financing statements, continuation statements and amendments thereto register the particulars of the security interest created in respect of the Collateral with any regulatory authority, without notice to the Company, with all appropriate jurisdictions to perfect or protect the Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral, by the Company or any other Person, shall be deemed to violate the rights of the Lender under the Code. Such financing statements may describe indicate the Collateral pledged by the Company as “all assets of Borrower. (d) Borrower hereby pledgesthe Debtor” or words of similar effect, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interestor as being of an equal or lesser scope, together or with all proceeds and substitutions thereofgreater detail, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaultdiscretion.

Creation of Security Interest. (a) Borrower hereby grants Lender, 1.1 In order to secure the prompt and unconditional payment and performance in full of all of the Obligationsindebtedness herein referred to and the performance of the obligations, covenants, agreements and undertakings herein described, Debtor hereby grants to Secured Party a continuing security interest in, and pledges mortgage, collaterally assign as security and pledge to LenderSecured Party, all of Debtor's rights, titles and interests of every kind and character now owned or hereafter acquired, created or arising in and to the following: ACCOUNTS (a) all accounts, receivables, accounts receivable, reports, customer lists, purchase orders, monies due or recoverable from pension funds, tax refunds, book debts, contract rights and rights to payment no matter how evidenced; (b) all chattel paper, notes, drafts, acceptances, payments under leases of equipment or sale of inventory, and other forms of obligations received by or belonging to Debtor for goods sold or leased and/or services rendered by Debtor; (c) all purchase orders, instruments and other documents (including all documents of title) evidencing obligations to Debtor, including those for or representing obligations for goods sold or leased and/or services rendered by Debtor; (d) all monies due or to become due to Debtor under all contracts for or arising from the sale or lease of goods and/or performance of services by Debtor no matter how evidenced and whether or not earned by performance; (e) all accounts, receivables, accounts receivable and contract rights arising as a result of Debtor's having paid accounts payable (or having had goods sold or leased to Debtor or services performed for Debtor giving rise to accounts payable) which accounts payable were paid for or were incurred by Debtor on behalf of any third parties pursuant to an agreement or otherwise; (f) all goods, the Collateralsale and delivery of which give rise to any of the foregoing, including any such goods which are returned to Debtor for credit; INVENTORY all goods, merchandise, raw materials, work in process, finished goods, and other tangible personal property of whatever nature now owned by Debtor or hereafter from time to time existing or acquired, wherever locatedlocated and held for sale or lease, including those held for display or demonstration or out on lease or consignment, or furnished or to be furnished under contracts of service or used or usable or consumed or consumable in Debtor's business or which are finished or unfinished goods and all accessions and appurtenances thereto, together with all warehouse receipts and other documents evidencing any of the same and all containers, packing, packaging, shipping and similar materials; EQUIPMENT all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal property (other than Inventory) of every kind and description used in Debtor's operations or owned by Debtor or in which Debtor has an interest, whether now owned or hereafter acquired or arisingby Debtor and wherever located, and all proceeds parts, accessories and products thereof. If this Agreement is terminatedspecial tools and all increases and accessions thereto and substitutions and replacements therefor; GENERAL INTANGIBLES all general intangibles of Debtor, Lender’s lien whether now owned or hereafter created or acquired by Debtor, including all choses in the Collateral shall continue until the Obligations (action, causes of action, corporate or other than contingent indemnification obligations as business records, deposit accounts, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, tax refund claims, computer programs, operational manuals, all claims under guaranties, security interests or other security held by or granted to which no claim has been asserted or is known Debtor to exist) are repaid in full in cash. Upon secure payment in full in cash of any of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereonAccounts by an account debtor, all rights to subscribe for securities declared indemnification and all other intangible property of every kind and nature (other than Accounts); CASH, CASH EQUIVALENTS AND OTHER PROPERTY all property or granted interests in connection therewithproperty now owned or hereafter acquired by Borrower, and all property or interests in property now owned or hereafter acquired by Borrower in the possession, custody or control of Secured Party or any agent or Affiliate of Secured Party for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise) and all rights and interests of Borrower, now existing or hereafter arising and however and wherever arising, in respect of any and all (i) notes, drafts, letters of credit, stocks, bonds, and debt and equity securities, whether or not certificated, and warrants, options, puts and calls and other cash rights to acquire or otherwise relating to the same; (ii) money; (iii) proceeds of loans, including, without limitation, all of the Loans made to Borrower under the Credit Agreement; and noncash proceeds (iv) insurance proceeds; together with all accessions, appurtenances and additions to and substitutions for any of the foregoing; all products and proceeds of any of the foregoing; all renewals and replacements of any of the foregoing; and all accounts, as security instruments, notes, chattel paper, documents (including all documents of title), books, records, computer programs, computer tapes, computer discs, contract rights and other general intangibles arising from any of the foregoing (including all insurance and claims for insurance affected or held for the performance benefit of Debtor or Secured Party in respect of any of the Obligationsforegoing). To All of the extent required properties and interests described in this SECTION 1.1 are herein collectively called the "COLLATERAL." The inclusion of proceeds does not authorize Debtor to sell, dispose of or otherwise use the Collateral in any manner not otherwise authorized herein. 1.2 Debtor acknowledges, agrees and confirms that value has been given to Debtor by Secured Party and that Debtor and Secured Party have not agreed to postpone the terms time for attachment of the security interests in and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part assignments of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaultare evidenced hereby.

Creation of Security Interest. (a) Borrower hereby Debtor grants Lenderto Secured Party, to secure the payment its successors and performance in full of all of the Obligationsassigns, a continuing security interest in, to and pledges against all property listed on any collateral schedule now or in the future annexed to Lenderor made a part of this Agreement (“Collateral Schedule”), including without limitation the Collateral, wherever locatedproperty listed on Collateral Schedule No. 1 and Collateral Schedule No. 2, whether now owned or existing or hereafter acquired or arisingarising and wheresoever located, and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all proceeds and or products thereof, in whatever form, including without limitation cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and/or tort claim proceeds (all such property is individually and collectively called the “Collateral”). If this Agreement This security interest is terminatedgiven to secure the payment and performance of all debts, Lender’s lien obligations and liabilities of any kind whatsoever (including all interest (whether or not allowed or disallowed), charges, expenses, fees and other sums accruing after commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Debtor) of Debtor to Secured Party, now existing or arising in the future, in connection with the payment and performance of the Convertible Note (“Note”), the Purchase Agreement (excluding the Warrant), that certain Trademark and License Security Agreement by and between the Debtor and the Secured Party dated as of the date hereof (the “Trademark Security Agreement”), that certain Patent and License Security Agreement by and between the Debtor and the Secured Party dated as of the date hereof (the “Patent Security Agreement”) and that certain Second Mortgage, Security Agreement and Fixture Filing granted by Debtor to Secured Lender as of the date hereof, (the “Mortgage”), together with all Schedules and attachments thereto and any renewals, extensions and modifications of such debts, obligations and liabilities (such Note, Purchase Agreement, Trademark Security Agreement, Patent Security Agreement, Mortgage, Schedules, debts, obligations and liabilities are called the “Indebtedness”). The Collateral shall continue until the Obligations (other than contingent indemnification obligations as listed on Collateral Schedule No. 1 to which no claim this Security Agreement has been asserted or is known subordinated to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert certain senior debt pursuant to the Borrower. provisions of that certain Subordination and Intercreditor Agreement dated as of December 22, 2008 (b) Borrower representsthe “Intercreditor Agreement”), warrantsamong the Debtor, the Secured Party and covenants that General Electric Capital Corporation (“GECC”). Pursuant to this Security Agreement, the security interest granted herein Debtor is and shall at all times continue granting to be the Secured Party a first priority perfected security interest in the CollateralCollateral listed on Collateral Schedule No. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim2. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.

Creation of Security Interest. As security for all Indebtedness now or ----------------------------- hereafter outstanding from the Borrower to the Bank under the Borrower Advances Agreement, Pledgor hereby assigns, transfers and pledges to the Bank, and grants to the Bank a security interest in, certain property which is (i) specifically listed and identified in Attachment A hereto or any amendment thereto or any substitute Attachment A that may be provided by the Pledgor with the agreement of the Bank from time to time, or (ii) all of the proceeds of the foregoing (collectively, the "Pledgor Collateral"). The Pledgor Collateral shall constitute Collateral for all purposes under the Borrower Advances Agreement and, in addition to any rights or duties with respect to the Pledgor Collateral created by this Pledge Agreement, the Pledgor and the Bank shall have the same rights and duties with respect to the Pledgor Collateral as do Borrower and the Bank, respectively, with respect to Collateral under the Borrower Advances Agreement; provided, however, that if the Bank has not requested or required delivery of Pledgor Collateral in accordance with Paragraph 3 below, then (a) Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost all times, hold the Pledgor Collateral in trust for the benefit of, and expense, release its liens in the Collateral and all rights therein shall revert subject to the Borrower. direction and control of, the Bank and physically safeguard the Pledgor Collateral with at least the same degree of care as the Borrower uses in physically safeguarding its other property; and, if so requested by the Bank in writing, and (b) Borrower represents, warrants, shall hold each set of First Mortgage Documents and covenants all Other Mortgage Documents which are a part of the Pledgor's Collateral in a separate file folder with each file folder clearly labeled with the loan identification number and the name of the borrower(s). Each such file folder shall be clearly marked or stamped with the statement: "The Mortgage/Deed of Trust and Note Relating to this Loan Have Been Assigned to the Federal Home Loan Bank of Atlanta" or such other statement that may be approved by the security interest granted herein is and shall at all times continue Bank from time to be a first priority perfected security interest in the Collateraltime. If Borrower shall acquire a commercial tort claim with a potential recovery so requested by the Bank, in excess of One Hundred Thousand Dollars ($100,000)writing, Borrower shall promptly notify Lender in writing physically segregate First Mortgage Documents and deliver Other Mortgage Documents which are a part of such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Pledgor Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and from all other cash and noncash proceeds property of the foregoing, as security for Borrower or the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests Pledgor in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited a manner satisfactory to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of DefaultBank.

Creation of Security Interest. (a) Borrower hereby grants Lender, to secure Mortgagor and Mortgagee agree that this Mortgage shall constitute a Security Agreement within the payment and performance in full of all meaning of the Obligations, a continuing security interest inCode with respect to (i) any and all sums at any time on deposit for the benefit of Mortgagee or held by Mortgagee (whether deposited by or on behalf of Mortgagor or any one else) pursuant to any of the provisions of this Mortgage (“Deposits”), and pledges (ii) any Personal Property and other rights and interests of Mortgagor included in the granting clauses of this Mortgage, which Personal Property or other rights and interests may not be deemed to Lender, form a part of the Collateral, wherever located, whether now owned Property described in Exhibit A hereto or hereafter acquired or arisingmay not constitute a “fixture” (within the meaning of Section 9-313 of the Code), and all proceeds replacements and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash substitutions of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrantsfor such Personal Property, and covenants that the security interest granted herein is proceeds thereof (all of said Personal Property and shall at all times continue the replacements and substitutions thereto and the proceeds thereof and other rights and interests of Mortgagor being sometimes hereinafter collectively referred to be a first priority perfected security interest in as the “Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000”), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender that a security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee, and the Collateral and the Deposits and all the Equity Interests in which Borrower has any interestof Mortgagor’s right, together with all proceeds title and substitutions thereofinterest therein are hereby assigned to Mortgagee, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds secure payment of the foregoing, as security for the indebtedness hereby secured and to secure performance by Mortgagor of the Obligationsterms, covenants and provisions hereof. To In the extent required event of an event of default under this Mortgage, Mortgagee shall have the option of exercising any or all of the “Secured Party Remedies” as set forth in Section 3.2(f) hereof, above. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the terms Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and conditions governing the Equity Interests in which Borrower has legal expenses incurred by Mortgagee. Mortgagor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an interest, Borrower shall cause the books of each Person whose Equity Interests are part inventory of the Collateral and any transfer agent to reflect in reasonable detail. In compliance with the pledge Uniform Commercial Code of the Equity InterestsState of Idaho, the following information is set forth: 1. Upon the occurrence The names and during the continuance addresses of an Event of Default hereunderDebtor and Secured Party are: Debtor: Intrepid Technology and Resources Biogas, Lender may effect the transfer of any securities included LLC 000 Xxxx Xxxxxxxx, Xxxxx 000 Xxxxx Xxxxx, Xxxxx 00000 Attention: Manager Phone: (000) 000-0000 Fax: (000) 000-0000 Secured Party: Xxxxx Fargo Bank, National Association, as Trustee 000 X. Xxxx Xxxxxx XXX: U1858-033 Xxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxxxxxxx, CCTS Vice President, Corporate Trust Phone: (000) 000-0000 Fax: (000) 000-0000 2. The property covered by this Security Agreement and financing statement is described in the Collateral (including Granting Clauses hereof. 3. Some or all of the fixtures, equipment and other property described herein are or may become fixtures on the real estate described in Exhibit A attached hereto and incorporated herein by reference. 4. Debtor is not the record owner of the real estate described in Exhibit A attached hereto and made a part hereof, but not limited has a leasehold interest pursuant to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transfereeGround Lease described on Exhibit B hereto. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any The record owners of the terms real estate are the Lessors identified on Exhibit B. 5. The organizational number of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of DefaultDebtor is W44202.

Creation of Security Interest. 12.1 This clause is applicable in the event that payment of the purchase price is deferred and where the Products have been delivered or provided to the Stockist prior to the receipt of payment in full or the Stockist is indebted to Synergie as a result of previous supplies. 12.2 The Stockist acknowledges that these terms and conditions constitute a security agreement which creates a Security Interest in favour of the Synergie over: (a) Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert Products previously supplied by Synergie to the Borrower.Stockist (if any); (b) Borrower represents, warrants, all present and covenants that after acquired Products supplied by Synergie to the security interest granted herein is Stockist including Products which have been processed or commingled with other goods and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver Proceeds from such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim.Products; (c) Borrower hereby authorizes Lender to file at any time financing statementsall of the Stockist’s right, continuation statements title and amendments thereto with interest in all appropriate jurisdictions to perfect or protect Lenderof the Stockist’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower.present and after acquired property; and (d) Borrower hereby pledgesall Proceeds, assigns as continuing security for payment of the purchase price and grants all of the Stockist’s outstanding debts and obligations to Lender a security interest in Synergie from time to time and this Security Interest shall extend to all Proceeds (including any Accounts) and Accessions and continue until all of the Equity Interests in which Borrower has any interest, together with all proceeds Stockist’s debts and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared obligations under or granted in connection therewith, with this Agreementare discharged in full. 12.3 The Stockist and all other cash Synergie agree and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the acknowledge that these terms and conditions governing constitute a security agreement which provides that the Equity Interests retention of title arrangement described in which Borrower clause 10 constitutes the grant of a Purchase Money Security Interest (PMSI) by the Stockist in favour of Synergie in respect of all present and after acquired Products supplied by Synergie to the Stockist from time to time. 12.4 The Stockist agrees, at its cost, to execute any documents, provide all relevant information and full co-operation to Synergie to ensure that Synergie has an interesta perfected PMSI in the Products and, Borrower shall cause if applicable, a perfected Security Interest in the books Stockist’s Personal Property, and to maintain the PMSI and Security Interest held by Synergie. 12.5 The Stockist must pay Synergie’s costs of each Person whose Equity Interests are part any registration, amendment or discharge of the Collateral any Financing Statement or Financing Change Statement and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights costs Synergie incurs with respect to the Equity Interests or in which it has an connection with Synergie’s Security interest and PMSI and exercise of Synergie’s rights under the security agreement. 12.6 The Stockist must do anything directed by Synergie to give consents, waivers and ratifications register and/or better secure any Collateral in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, of Synergie’s Security Interest and PMSI immediately at the Stockist’s cost. 12.7 The Stockist must immediately advise Synergie of any material change in any event, no vote shall be cast or consent, waiver or ratification given or action taken the Stockist’s business practices of selling the Products which would be inconsistent with any result in a change to the nature of the Proceeds derived from such sales. 12.8 The Stockist agrees that nothing in sections 117(3), 130(1)(a) and 143 of the PPSA applies to these terms and conditions of Sale and to waive its right to receive a verification statement or notice in relation to Registration Events from Synergie under section 157(3)(b) of the PPSA. 12.9 The provisions of this clause 12 survive termination of the Agreement or which would constitute or create any violation of any of such terms. All such rights to vote between Synergie and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of DefaultStockist.

Creation of Security Interest. (a) Borrower 3.5.1 Dealer hereby grants Lender, to secure the payment and performance in full of all of the Obligations, Company a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected purchase money security interest in (i) the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery Equipment in excess of One Hundred Thousand Dollars existence now or hereafter sold to Dealer by Company pursuant to this Agreement and ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (cii) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and from the sale or other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds disposition of the foregoingEquipment sold to Dealer by Company, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to any and all Equipment returned to or repossessed by Dealer (collectively, the Equity Interests"Collateral") into in order to secure the name performance and payment of Lender all obligations of Dealer arising under this Agreement, and cause new certificates representing all renewals, extensions and rearrangements of all such securities obligations as may arise between Dealer and Company. Dealer must execute, file and refile such financing statements or other security agreement documents as Company may require from time to be issued time with respect to all or any portion of the Collateral. Company is hereby authorized by Dealer, as its lawful attorney and agent in the name of Lender or its transferee. Each Borrower will fact, to execute and deliver file such documentsfinancing statements and other documents as Company deems necessary for the purpose of perfecting or continuing any security interest or lien created hereby. 3.5.2 Dealer warrants, covenants and agrees that, except for the security interest granted in this Agreement, there are no other security interests granted as to the Collateral in existence as of the date hereof, and take that Dealer owns and will keep the Collateral free and clear of liens, security interests, or cause to be taken such actionsencumbrances, as Lender may reasonably request to perfect and will not assign, sell, mortgage, lease, transfer, pledge or continue the perfection of Lender’s grant a security interest in the Equity Interests. Unless an Event Collateral without the prior written consent of Default shall have occurred and Company except for the sale of Equipment in the ordinary course of business. 3.5.3 Dealer will be continuing, each Borrower shall be entitled to exercise any voting rights with respect to in default under the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with security provisions of this Agreement upon the happening of any of the terms following events or conditions: (i) the failure of Dealer to pay when due any amount owing to Company, (ii) the failure of Dealer to perform punctually any of its obligations under this Agreement, (iii) a breach by Dealer of any warranty, representation or covenant made by Dealer in connection with this Agreement, or (iv) a breach by Dealer of this Agreement. 3.5.4 Upon the occurrence of a default as described above, Dealer must pay immediately, without further notice or demand, all amounts due and owing from Dealer to Company. AT&T Proprietary and Confidential Use Pursuant to Company Instructions In addition to Company's rights and remedies as a secured party under the Uniform Commercial Code, Company has the following rights: the right to sell, lease or otherwise dispose of any or all of the Collateral and to take possession of the Collateral, and for that purpose, Dealer hereby irrevocably agrees that Company may enter upon or into any premises on or in which the Collateral or any part thereof may be situated and remove the same therefrom. Company may require Dealer to assemble the Collateral and make it available to Company at a place designated by Company that is reasonably convenient to both parties. 3.5.5 Dealer must pay to Company on demand all amounts and expenses including, without limitation, reasonable attorneys' fees and disbursements, incurred or paid by Company in exercising or protecting its interests, rights or remedies under this Agreement or which would constitute or create in remedying any violation default of any of such termsDealer, plus interest thereon at the highest rate permitted by applicable law. All such rights to vote expenses and give consents, waivers and ratifications shall terminate upon the occurrence and during interest thereon will be included as obligations secured under this Agreement. 3.5.6 The security interest set forth in this Agreement will survive the continuance termination or expiration of an Event of Defaultthis Agreement.

Creation of Security Interest. (a) To secure the repayment of all Indebtedness, and payment and performance of all other Obligations of Borrowers to Lender, each Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, Lender a continuing security interest inin all of such Borrower's right, title, and pledges to Lender, interest in the Collateral, wherever locatedwhether now existing or hereafter arising or created, whether fixed or contingent, whether now owned or hereafter acquired or arisingacquired, and wherever located. Each Borrower shall execute and deliver, in form acceptable to Lender, in Lender's reasonable opinion and judgment, all proceeds documents which in Lender's reasonable opinion and products thereof. If this Agreement is terminated, Lender’s lien judgment are necessary to perfect and maintain the security interest in the Collateral shall continue until the Obligations (other than contingent indemnification obligations Collateral, and authorizes Lender to file, in all relevant jurisdictions, all such financing statements and amendments of financing statements as Lender deems necessary or appropriate in order to which no claim has been asserted or is known to exist) are repaid in full in cashperfect and maintain perfection of such security interest. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Each Borrower represents, warrantswarrants and agrees that, and covenants that except for Permitted Liens (as defined in the security interest granted herein is and Loan Agreement), Lender shall at all times continue to be have a first priority perfected continuing security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess Without limiting the foregoing, to secure payment and performance of One Hundred Thousand Dollars the Indebtedness and all of Borrowers' Obligations to Lender under the Loan Agreement, the Notes and this Agreement: ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (ci) Borrower Bonus Interactive hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s first priority security interest in the Equity InterestsBI Account, and all deposits at any time made thereto and all proceeds thereof; and (i) Lot6 LLC hereby grants to Lender a first priority security interest in the Lot6 Account, and all deposits at any time made thereto and all proceeds thereof. Unless an Event Each entity comprising Borrowers hereby grants to Lender a first priority security interest in the Cash Collateral Account, all deposits at any time made thereto and all proceeds thereof and will take all actions necessary to maintain in favor of Default Lender a perfected first priority security interest in the Cash Collateral Account. The Lender shall have occurred the sole right to make withdrawals from the Cash Collateral Account, and be continuing, each Borrower all costs and expenses for establishing and maintaining the Cash Collateral Account shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest paid by Borrowers. The Restricted Accounts and to give consents, waivers Cash Collateral Account and ratifications in respect thereof, provided that: no such notice all proceeds thereof shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any deemed part of the terms Collateral. Upon final and irrevocable payment in full of this Agreement all Indebtedness, Lender, at the request and sole expense of Borrowers, shall file, or which would constitute execute and deliver to Borrowers for filing, all releases or create any violation other documents reasonably necessary or desirable to evidence termination of any security interest or other liens of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon Lender in the occurrence and during the continuance of an Event of DefaultCollateral.

Creation of Security Interest. (a) 4.1 Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, Bank a continuing security interest in, in all presently existing and pledges hereafter arising Collateral in order to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, secure prompt repayment of any and all proceeds Obligations owed by Borrower to Bank and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as order to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash secure prompt performance by Borrower of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral each and all rights therein shall revert to of its covenants and obligations under the Borrower. (b) Borrower represents, warrants, Agreement and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected otherwise created. Bank's security interest in the Collateral. If Borrower shall acquire , including proceeds, is evidenced by or consists of a commercial tort claim with a potential recovery in excess letter of One Hundred Thousand Dollars credit, advance of credit, instrument, money, negotiable documents, chattel paper or similar property ($100,000collectively "Negotiable Collateral"), Borrower shall promptly notify Lender in writing shall, immediately upon receipt thereof, endorse and assign such Negotiable Collateral over to Bank and deliver such other documents as Lender may require actual physical possession of the Negotiable Collateral to grant Lender a perfected Bank. 4.2 Bank's security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender Receivables shall attached to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect Receivables without further act on the part of Bank or protect Lender’s interest or rights hereunderBorrower. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interestUpon request from Bank, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral provide Bank with schedules describing all Receivables created or acquired by Borrower (including but not limited without limitation agings listing the names and addresses of, and amounts owing by date by account debtors), and shall execute and deliver written assignments of all Receivables to the Equity Interests) into the name of Lender and cause new certificates representing such securities Bank all in a form acceptable to be issued in the name of Lender or its transferee. Each Borrower will Bank, provided, however, Borrower's failure to execute and deliver such schedules and/or assignments shall not affect or limit Bank's security interest and other rights in and to the Receivables. Together with each schedule, Borrower shall furnish Bank with copies of Borrower's customers' invoices or the equivalent, and original shipping or delivery receipts for all merchandise sold, and Borrower warrants the genuineness thereof. Bank or Bank's designee may notify customers or account debtors of collection costs and expenses to Borrower's account but, unless and until Bank does so or gives Borrower other written instructions, Borrower shall collect all Receivables for Bank, receive in trust all payments thereon as Bank's trustee, and, if so requested to do so from Bank, Borrower shall immediately deliver said payments to Bank in their original form as received from the account debtor and all letters of credit, advices of credit, instruments, documents, and take chattel paper or cause any similar property evidencing or constituting Collateral. Notwithstanding anything to be taken such actionsthe contrary contained herein, as Lender may reasonably request to perfect or continue the perfection if sales of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuingInventory are made for cash, each Borrower shall immediately deliver to Bank, in identical form, all such cash, checks, or other forms of payment which Borrower receives. The receipt of any check or other item of payment by Bank shall not be entitled to exercise any voting rights with respect to the Equity Interests considered a payment on account until such check or other item of payment is honored when presented for payment, in which it has an interest and to give consentsevent, waivers and ratifications in respect thereof, provided that: no such notice said check or other item of payment shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast deemed to have been paid to Bank two (2) calendar days after the date Bank actually receives such check or consent, waiver or ratification given or action taken which would be inconsistent with any other item of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaultpayment.

Creation of Security Interest. (a) Borrower Issuer hereby grants Lenderto Agent, for the ratable benefit of each Holder, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to LenderAgent, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Issuer hereby authorizes Agent to file financing statements, without notice to Issuer, at Issuer’s expense, with all appropriate jurisdictions to perfect or protect Agent’s interest or rights hereunder. If this Agreement is terminated, LenderAgent’s lien Lien in the Collateral granted hereunder shall continue until the Obligations (other than contingent indemnification inchoate indemnity obligations, and any other obligations as which, by their terms, are to which no claim has been asserted or is known to existsurvive the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification inchoate indemnity obligations, and any other obligations as which, by their terms, are to which no claim has been asserted or is known to exist) Lender shallsurvive the termination of this Agreement), at Borrowers’ sole cost and expense, release its liens in the Collateral Agent’s Lien shall be automatically released and all rights therein shall revert to the Borrower. Issuer, at which time Agent shall promptly execute and deliver to Issuer, at Issuer’s expense, all documents (bincluding relevant certificates, securities and other instruments) Borrower represents, warrants, and covenants that the security interest granted herein is Issuer shall reasonably request to evidence such termination or release and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver perform such other documents as Lender may require actions reasonably requested by Issuer to grant Lender a perfected security interest in effect such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statementsrelease, continuation statements including delivery of certificates, securities and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunderinstruments. Such financing statements may describe Without limiting the Collateral as all assets of Borrower. (d) Borrower foregoing: Issuer hereby pledges, assigns and grants to Lender Agent, for the ratable benefit of each Holder, a security interest in all the Equity Interests in which Borrower has any interestShares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Subject to the prior satisfaction of the Senior Debt, or upon the written consent of the Senior Lender, the certificate or certificates for the Shares (if any) will be delivered to Agent, accompanied by an instrument of assignment duly executed in blank by Issuer. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interestShares, Borrower Issuer shall cause the books of each Person entity whose Equity Interests Shares are part of the Collateral and any transfer agent to reflect the pledge of the Equity InterestsShares. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender but subject to the prior satisfaction of the Senior Debt, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Equity InterestsShares) into the name of Lender Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Lender Agent or its transferee. Each Borrower Subject to the prior satisfaction of the Senior Debt, or upon the written consent of the Senior Lender, Issuer will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of LenderAgent’s security interest in the Equity InterestsShares. Unless an Event of Default shall have occurred and be continuing, each Borrower Issuer shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest Shares and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default. Agent reserves the right, subject to the prior satisfaction of the Senior Debt, or upon the written consent of the Senior Lender, to take such steps in any jurisdiction of organization of any Foreign Subsidiary to perfect and maintain the perfection of any security interest granted with respect to the Shares (and any assets, as applicable) of any Foreign Subsidiary. Notwithstanding anything herein to the contrary, Issuer shall not be required to take any steps to obtain, perfect or maintain the perfection of any Lien granted with respect to the Collateral if and for so long as, in the sole judgment of Agent, the cost, difficulty, burden or consequences of obtaining, perfecting or maintaining a Lien in such Collateral exceeds the practical benefits to the Holders afforded thereby.

Creation of Security Interest. (a) 5.1 Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, Lender a continuing security interest in, in all presently existing and pledges hereafter arising Collateral in order to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, secure prompt repayment of any and all proceeds Indebtedness owed by Borrower to Lender and products thereof. If in order to secure prompt performance by Borrower of each and all of its covenants and obligations under this Agreement is terminated, and otherwise created. Lender’s lien 's security interest in the Collateral shall continue until attach to all Collateral without further act on the Obligations (other than contingent indemnification obligations as to which no claim has been asserted part of Lender or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected 5.2 Lender's security interest in the CollateralAccounts shall attach to all Accounts without further act on the part of Lender or Borrower. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000)Upon request from Lender, Borrower shall promptly notify provide Lender with schedules describing all Accounts created or acquired by Borrower (including without limitation agings listing the names and addresses of, and amounts owing by date by account debtors), and shall execute and deliver written assignments of all Accounts to Lender all in writing a form acceptable to Lender; provided, however, Borrower's failure to execute and deliver such other documents as Lender may require to grant Lender a perfected schedules and/or assignments shall not affect or limit Lender's security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys rights in and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the ObligationsAccounts. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interestTogether with each schedule, Borrower shall cause furnish Lender with copies of Borrower's customers' invoices or the books of each Person whose Equity Interests are part of equivalent, and original shipping or delivery receipts for all merchandise sold, and Borrower warrants the Collateral and any transfer agent to reflect the pledge of the Equity Interestsgenuineness thereof. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default, Lender or Lender's designee may notify customers or account debtors of Lender's security interest in the Collateral and direct such customers or account debtors to make payments directly to Lender, but unless and until Lender does so or gives Borrower other written instructions, Borrower shall collect all Accounts for Lender, receive in trust all payments thereon as Lender's trustee, and, if so requested to do so from Lender, Borrower shall immediately deliver said payments to Lender in their original form as received from the account debtor and all letters of credit, advices of credit, instruments, documents, chattel paper or any similar property evidencing or constituting Collateral. Notwithstanding anything to the contrary contained herein, if sales of Inventory are made for cash, Borrower shall immediately deliver to Lender, in identical form, all such cash, checks, or other forms of payment which Borrower receives. The receipt of any check or other item of payment by Lender shall not be considered a payment on account until such check or other item of payment is honored when presented for payment, in which event, said check or other item of payment shall be deemed to have been paid to Lender two (2) calendar days after the date Lender actually receives such check or other item of payment. 5.3 Lender's security interest in Inventory shall attach to all Inventory without further act on the part of Lender or Borrower. Borrower will, at Borrower's expense, pledge, assemble and deliver such Inventory to Lender or to a third party as Lender's bailee; or hold the same in trust for Lender's account or store the same in a warehouse in Lender's name; or deliver to Lender documents of title representing said Inventory; or evidence of Lender's security interest in some other manner acceptable to Lender. Until a default by Borrower under this Agreement or any other Agreement between Borrower and Lender, Borrower may, subject to the provisions hereof and consistent herewith, sell the Inventory, but only in the ordinary course of Borrower's business. A sale of Inventory in Borrower's ordinary course of business does not include an exchange or a transfer in partial or total satisfaction of a debt owing by Borrower.

Creation of Security Interest. (a) As security for all indebtedness now or hereafter outstanding from the Borrower to the Bank under the Borrower Advances Agreement, Pledgor hereby assigns, transfers and pledges to the Bank, and grants Lender, to secure the payment and performance in full of all of the Obligations, Bank a continuing security interest in, certain property which is (i) specifically listed and pledges identified in Attachment A hereto or any amendment thereto or any substitute Attachment A that may be provided by the Pledgor with the agreement of the Bank from time to Lendertime (such list, as amended or substituted from time to time, the “Collateral Schedule”), or (ii) all of the proceeds of the foregoing (collectively, the “Pledgor Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof”). If this Agreement is terminated, Lender’s lien in the The Pledgor Collateral shall continue until constitute collateral for all purposes under the Obligations (other than contingent indemnification obligations Borrower Advances Agreement and, in addition to any rights or duties with respect to the Pledgor Collateral created by this Pledge Agreement, the Pledgor and the Bank shall have the same rights and duties with respect to the Pledgor Collateral as do Borrower and the Bank, respectively, with respect to which no claim has been asserted or is known Collateral under the Borrower Advances Agreement. The Bank agrees that it will cooperate with requests from the Pledgor to exist) are repaid deliver evidence, in full in cash. Upon payment in full in cash form and substance reasonably satisfactory to the Pledgor, of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that from the security interest granted herein is to the Bank hereunder in and shall at all times continue to items of Pledgor Collateral which the Bank has agreed may be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe removed from the Collateral as all assets of Borrower. (d) Borrower hereby pledgesSchedule, assigns and grants subject to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer satisfaction of any securities included in the Collateral (including but not limited conditions precedent to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any release of such terms. All such rights to vote Pledgor Collateral under this Pledge Agreement and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of DefaultBorrower Advances Agreement.

Creation of Security Interest. (a) Borrower hereby grants Lenderto Bank, to secure the payment and performance in full of all of the Obligations, Obligations a continuing security interest in, and pledges to LenderBank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the CollateralCollateral (subject only to Permitted Liens that may have priority to Bank, and Bank’s Liens as permitted under this Agreement). If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000)claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and deliver such other documents as Lender may require grant to grant Lender a perfected security interest Bank, in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender writing a security interest therein and in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of upon the terms of this Agreement Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. (b) Borrower hereby assigns, pledges, delivers, and transfers to Bank, a continuing first priority security interest in and against all right, title and interest of the following, whether now or which would constitute hereafter existing or create acquired by Borrower: (i) any violation and all Pledged CD now or hereafter issued from time to time to Borrower by Bank in accordance with Section 6.8, including without and general intangibles arising therefrom or relating thereto; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith. (ii) all proceeds of the foregoing (including whatever is receivable or received when any and all Pledged CD or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Pledged CD, and all rights to payment with respect to any cause of action affecting or relating to the Pledged CD); and (iii) all renewals, replacements and substitutions of items of any Pledged CD. If this Agreement is terminated, Bank’s Liens in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. The parties to this Agreement do not intend that Borrower’s delivery of such terms. All such rights any Pledged CD to vote and give consentsBank as herein provided will constitute an advance payment of any Obligations or liquidated damages, waivers and ratifications shall terminate upon nor do the occurrence and during parties intend that any Pledged CD increase the continuance dollar amount of an Event of Defaultthe Obligations.

Creation of Security Interest. (a) This Mortgage is a real property mortgage, a "security agreement," a "financing statement" and a "fixture filing" within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. By executing and delivering this Mortgage, Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interestObligations (as hereinafter defined), Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s a security interest in the Equity InterestsFixtures, the Equipment, the Personal Property and the other property constituting the Property to the full extent that the Fixtures, the Equipment, the Personal Property and the Property may be subject to the Uniform Commercial Code (said portion of the Property so subject to the Uniform Commercial Code being called the "Collateral"). Unless If an Event of Default shall have occurred occur and be continuing, each Borrower shall be entitled Lender, in addition to exercise any voting other rights with respect to the Equity Interests in and remedies which it has an interest may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to give consentstake such other measures as Lender may deem necessary for the care, waivers protection and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any preservation of the terms Collateral. Upon request or demand of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon Lender after the occurrence and during the continuance of an Event of Default, Borrower shall, at its expense, assemble the Collateral and make it available to Lender at a convenient place (at the Land if tangible property) reasonably acceptable to Lender. Borrower shall pay to Lender immediately following written demand any and all expenses, including, without limitation, reasonable, actual attorneys’ fees and costs, incurred or paid by Lender in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral after the occurrence and during the continuance of an Event of Default. Any notice of sale, disposition or other intended action by Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least twenty (20) days prior to such action, shall, except as otherwise provided by applicable law, constitute reasonable notice to Borrower. The proceeds of any disposition of the Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Lender to the repayment of the Debt in such priority identified in the Loan Documents or if not so identified in such priority and such proportions as Lender in its sole discretion shall deem proper. Borrower’s (debtor’s) principal place of business is as set forth on the first page hereof and the address of Lender (secured party) is as set forth on the first page hereof. Borrower and Lender agree that the foregoing is intended to grant in favor of Lender a first priority continuing lien and security interest in all of the Borrower’s assets. The Borrower authorizes the Lender and its counsel to file Uniform Commercial Code financing statements in form and substance satisfactory to the Lender describing the collateral as all assets of the Borrower. This Mortgage shall also be effective as a "fixture filing" as to Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in this Mortgage.

Creation of Security Interest. (a) Borrower Trustor hereby grants Lenderto Beneficiary, to secure the payment and performance in full of all of the Obligations, a continuing security interest inin and so pledges and assigns to Beneficiary all of Trustor’s Personal Property (as defined herein) and all other personal property assets of Trustor, including, without limitation, “Accounts”, “Cash Proceeds”, “Chattel Paper”, “Collateral”, “Deposit Accounts”, “Electronic Chattel Paper”, “Equipment”, “Fixtures”, General Intangibles”, “Goods”, “Instruments”, “Inventory”, “Investment Property”, “Letter-of-credit Rights”, “Noncash Proceeds”, and pledges to Lender“Tangible Chattel Paper”, as defined in the CollateralUtah Uniform Commercial Code, wherever locatedas more particularly described on Exhibit B hereto, and all insurance claims and other proceeds or products thereof, whether now owned or existing or hereafter acquired or arising, wherever located and all proceeds whether in Trustor’s possession and products thereof. If this Agreement is terminated, Lender’s lien control or in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash possession and control of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrowera third party. (b) Borrower represents, warrants, and covenants that the security interest granted herein is This Deed of Trust constitutes and shall at all times continue be deemed to be a first priority perfected “security interest in agreement” for all purposes of the CollateralUtah Uniform Commercial Code. If Borrower Beneficiary shall acquire be entitled to all the rights and remedies of a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim“secured party” under the Utah Uniform Commercial Code. (c) Borrower hereby authorizes Lender Trustor further agrees, at the request and option of Beneficiary, to file at take any time financing statementsand all actions Beneficiary may determine to be necessary or useful for the attachment, continuation statements perfection and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewithfirst priority of, and all other cash and noncash proceeds the ability of the foregoingBeneficiary to enforce, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of LenderBeneficiary’s security interest in any and all of the Equity Interests. Unless an Event Personal Property, including, without limitation, (i) causing Beneficiary’s name to be noted as Beneficiary on any certificate of Default shall have occurred and be continuingtitle for the Personal Property or any portion thereof if such notation is a condition to attachment, each Borrower shall be entitled perfection or priority of, or ability of Beneficiary to exercise any voting rights with respect to the Equity Interests enforce, Beneficiary’s security interest in which it has an interest and to give consentssuch Personal Property, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent (ii) complying with any of the terms of this Agreement or which would constitute or create any violation provision of any statute, regulation or treaty of any State or the United States as to any Personal Property if compliance with such terms. All provision is a condition to attachment, perfection or priority of, or ability of Beneficiary to enforce, Beneficiary’s security interest in such rights Personal Property, (iii) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to vote Beneficiary, including, without limitation, any consent of any licensor, lessor or other person obligated on Personal Property and give consents, (iv) obtaining waivers from mortgagees and ratifications shall terminate upon the occurrence landlords in form and during the continuance of an Event of Defaultsubstance satisfactory to Beneficiary.

Creation of Security Interest. (a) Borrower hereby grants LenderNotwithstanding any other provision set forth in this Agreement, to secure the payment and performance in full of all Note, the Pledge Agreement or any of the Obligationsother Loan Documents, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as each Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender create a security interest in all or any portion of its rights under this Agreement, the Equity Interests Note, the Pledge Agreement and any other Loan Document (including, without limitation, the advances owing to it) in which Borrower has favor of (i) any interestFederal Reserve Bank, together any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of a Lender that is assigned in connection with all proceeds a Central Bank Pledge is foreclosed upon and substitutions transferred to the pledge thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, such Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights no further liability hereunder with respect to the Equity Interests in which it has an interest that was the subject of such transfer and to give consents, waivers and ratifications in respect thereof, provided that: no such notice the assignee shall be Lender with respect to such interest. Lender shall not be required if to notify Borrower has commenced an Insolvency Proceeding andof any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (15) Business Days after request therefor is made by Agent, any reasonable documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Agent in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any event, no vote shall be cast or consent, waiver or ratification given or action taken such documents and amendments which would be inconsistent with any increase Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights Loan other than to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaulta de minimis extent.

Creation of Security Interest. (a) Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest inPayment of, and pledges to Lenderobligations under, this Agreement and the CollateralNote shall be secured by fully perfected first priority liens and security interests in substantially all present and future general intangibles, wherever locatedincluding copyrights, whether now owned or hereafter acquired or arisingpatents, trademarks, trade secrets and other intellectual property, and all proceeds present and products thereof. If this Agreement is terminatedfuture license and other contract rights related thereto, Lender’s lien and all tangible real and personal property and assets of the Borrower, including accounts receivable and other rights to payment, inventory, owned and leased real estate, fixtures, machinery and equipment, deposit, securities and commodities accounts, tax refunds and cash exclusive of Permitted Liens, as defined in the convertible promissory notes issued by the Borrower to Mellon U.S. Event Driven Fund, L.P. and Mellon HBV Master Global Event Driven Fund, L.P. (now known as Fursa Alternative Strategies, LLC) dated August 9, 2006 (“Collateral”). All such Collateral shall continue until the Obligations (be free and clear of all liens, claims, and encumbrances other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid those in full in cash. Upon payment in full in cash favor of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shalland the Permitted Liens; provided, at Borrowers’ sole cost and expensehowever, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and of the Lender created by this Agreement shall at all times continue to be a first priority perfected pari-passu with the security interest in of the CollateralLender created by the Security Agreement among the Borrower, Mellon U.S. Event Driven Fund, L.P. and Mellon HBV Master Global Event Driven Fund, L.P. (now known as Fursa Alternative Strategies, LLC) dated August 9, 2006. If the Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000)claim, the Borrower shall promptly notify the Lender in a writing signed by the Borrower of the general details thereof and deliver grant to the Lender in such other documents as Lender may require to grant Lender writing a perfected security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such commercial tort claimwriting to be in form and substance reasonably satisfactory to the Lender. (cb) The Borrower hereby authorizes the Lender to file at any time financing statements, continuation statements and amendments thereto without notice to the Borrower, with all appropriate jurisdictions to perfect or protect the Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender including a security interest in all the Equity Interests in which Borrower has notice that any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds disposition of the foregoingCollateral, as security for by either the performance Borrower or any other Person, shall be deemed to violate the rights of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaultunder United States Bankruptcy code.

Creation of Security Interest. (a) 4.1 Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, Bank a continuing security interest in, in all presently existing and pledges hereafter arising Collateral in order to Lender, secure prompt repayment of any and all Obligations owed by Borrower to Bank and in order to secure prompt performance by Borrower of each and all of its covenants and obligations under the Agreement and otherwise created. Bank's security interest in the Collateral, wherever locatedincluding proceeds, whether now owned is evidenced by or hereafter consists of a letter of credit, advance of credit, instrument, money, negotiable documents, chattel paper or similar property (collectively "Negotiable Collateral"), Borrower shall, immediately upon receipt thereof, endorse and assign such Negotiable Collateral over to the Bank and deliver actual physical possession of the Negotiable Collateral to Bank. 4.2 Bank's security interest in Receivables shall be attached to all Receivables without further act on the part of Bank or Borrower. Upon request from Bank, Borrower shall provide Bank with schedules describing all Receivables created or acquired or arisingby Borrower (including without limitation agings listing the names and addresses of, and amounts owing by date by account debtors), and shall execute and deliver written assignments of all proceeds Receivables to Bank all in a form acceptable to Bank, provided, however, Borrower's failure to execute and products deliver such schedules and/or assignments shall not affect or limit Bank's security interest and other rights in and to the Receivables. Together with each schedule, Borrower shall furnish Bank with copies of Borrower's customers' invoices or the equivalent, and original shipping or delivery receipts for all merchandise sold, and Borrower warrants the genuineness thereof. If After an event of default, Bank or Bank's designee may notify customers or account debtors of the assignment of such Accounts to Bank and to direct such 4.3 Bank's security interest in Inventory shall attach to all inventory without further act on the part of Bank, or Borrower. Upon Bank's request after an event of default Borrower will from time to time at Borrower's expense pledge, assemble and deliver such Inventory to Bank or to a third party as Bank's bailee; or hold the same in trust for Bank's account or store the same in a warehouse in Bank's name; or deliver to Bank documents of title representing said Inventory; or evidence of Bank's security interest in some other manner acceptable to Bank. Until a default by Borrower under this Agreement is terminatedor any other Agreement between Borrower and Bank, Lender’s lien Borrower may, subject to the provisions hereof and consistent herewith, sell the Inventory, but only in the Collateral ordinary course of Borrower's business. A sale of Inventory in Borrower's ordinary course of business does not include an exchange or a transfer in partial or total satisfaction of a debt owing by Borrower. 4.4 Borrower shall continue until the Obligations (other than contingent indemnification obligations as execute and deliver to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash Bank concurrently with Borrower's execution of the Obligations (Agreement, and at any time or times hereafter at the request of Bank, all financing statements, continuation financing statements, security agreements, mortgages, assignments, certificates of title, affidavits, reports, notices, schedules of accounts, letters of authority and all other than contingent indemnification obligations as documents that Bank may reasonably request, in form satisfactory to which no claim has been asserted or is known Bank, to exist) Lender shall, at Borrowers’ sole cost perfect and expense, release its liens maintain perfected Bank's security interest in the Collateral and in order to fully consummate all rights therein shall revert of the transactions contemplated under this Agreement. Borrower hereby irrevocably makes, constitutes and appoints Bank (and any of Bank's officers, employees or agents designated by Bank) as Borrower's true and lawful attorney-in-fact with owner to sign the Borrower. (b) name of Borrower representson any financing statements, warrantscontinuation financing statement, and covenants that the security interest granted herein is and shall at all times agreement, mortgage, assignment, certificate of title, affidavit, letter of authority, notice of other similar documents which must be executed and/or filed in order to perfect or continue to be a first priority perfected Bank's security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery make appropriate entries in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s 's Books disclosing Bank's security interest in the Equity InterestsReceivables. Unless Bank (through any of its officers, employees or agents) all have the right at any time or times hereafter during Borrower's usual business hours, or during the usual business hours of any third party having control over the records of 4.5 Borrower appoints Bank, or any other person whom Bank may designate, commencing upon an Event event of Default shall default, as Borrower's attorney-in-fact, with power to endorse Borrower's name on any checks, notes acceptances, money order, drafts or other forms of payment or security that may come into Bank's possession; to sign Borrower's name on any invoice or bill xx lading relating to any Receivables, on drafts against account debtors, on schedules and assignments of Receivables, on verifications of Receivables and on notices to account debtors; to establish a lock box arrangement and/or to notify the post office authorities to change the address for delivery of Borrower's mail addressed to Borrower to an address designated by Bank, to receive and open all mail addressed to Borrower, and to retain all mail related to the Collateral and forward all other mail to Borrower; to send, whether in writing or by telephone, requests for verification of Receivables; and to do all things necessary to carry out this Agreement. Borrower ratifies and approves all acts of the attorney-in-fact. Neither Bank nor its attorney-in-fact will be liable for any acts or omissions or for any error of judgement or mistake of fact or law. This power being coupled with an interest, is irrevocable so long as any Receivables in which Bank has a security interest remain unpaid and until the Obligations have occurred been fully satisfied. 4.6 In order to protect or prefect any security interest which Borrower is granted hereunder, Borrower may, in its sole discretion, discharge any lien or encumbrance or bond the same, pay any insurance, maintain guards, warehousemen, or any personnel to protect the Collateral, pay any service bureau, or, obtain any records, and be continuing, each Borrower all costs for the same shall be entitled to exercise any voting rights with respect added to the Equity Interests in which it has an interest Obligation and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if payable on demand. 4.7 Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of agrees that Bank may provide information relating to this Agreement or which would constitute or create any violation of any of such terms. All such rights relating to vote Borrower to Bank's parent, affiliates, subsidiaries and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaultservices providers.

Creation of Security Interest. (a) Borrower hereby grants Lender, 1.1 In order to secure the prompt and unconditional payment and performance in full of all of the Obligationsindebtedness herein referred to and the performance of the obligations, covenants, agreements and undertakings herein described, Debtor hereby grants to Secured Party a continuing security interest in, and pledges mortgage, collaterally assign as security and pledge to LenderSecured Party, all of Debtor's rights, titles and interests of every kind and character now owned or hereafter acquired, created or arising in and to the following: ACCOUNTS (a) all accounts, receivables, accounts receivable, reports, customer lists, purchase orders, monies due or recoverable from pension funds, tax refunds, book debts, contract rights and rights to payment no matter how evidenced; (b) all chattel paper, notes, drafts, acceptances, payments under leases of equipment or sale of inventory, and other forms of obligations received by or belonging to Debtor for goods sold or leased and/or services rendered by Debtor; (c) all purchase orders, instruments and other documents (including all documents of title) evidencing obligations to Debtor, including those for or representing obligations for goods sold or leased and/or services rendered by Debtor; (d) all monies due or to become due to Debtor under all contracts for or arising from the sale or lease of goods and/or performance of services by Debtor no matter how evidenced and whether or not earned by performance; (e) all accounts, receivables, accounts receivable and contract rights arising as a result of Debtor's having paid accounts payable (or having had goods sold or leased to Debtor or services performed for Debtor giving rise to accounts payable) which accounts payable were paid for or were incurred by Debtor on behalf of any third parties pursuant to an agreement or otherwise; (f) all goods, the Collateralsale and delivery of which give rise to any of the foregoing, including any such goods which are returned to Debtor for credit; INVENTORY all goods, merchandise, raw materials, work in process, finished goods, and other tangible personal property of whatever nature now owned by Debtor or hereafter from time to time existing or acquired, wherever locatedlocated and held for sale or lease, including those held for display or demonstration or out on lease or consignment, or furnished or to be furnished under contracts of service or used or usable or consumed or consumable in Debtor's business or which are finished or unfinished goods and all accessions and appurtenances thereto, together with all warehouse receipts and other documents evidencing any of the same and all containers, packing, packaging, shipping and similar materials; EQUIPMENT all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal property (other than Inventory) of every kind and description owned by Debtor or in which Debtor has an ownership interest, whether now owned or hereafter acquired or arisingby Debtor and wherever located, and all proceeds parts, accessories and products thereof. If this Agreement is terminatedspecial tools and all increases and accessions thereto and substitutions and replacements therefor; GENERAL INTANGIBLES all general intangibles of Debtor, Lender’s lien whether now owned or hereafter created or acquired by Debtor, including all choses in the Collateral shall continue until the Obligations (action, causes of action, corporate or other than contingent indemnification obligations as business records, deposit accounts, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, tax refund claims, computer programs, operational manuals, all claims under guaranties, security interests or other security held by or granted to which no claim has been asserted or is known Debtor to exist) are repaid in full in cash. Upon secure payment in full in cash of any of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereonAccounts by an account debtor, all rights to subscribe for securities declared indemnification and all other intangible property of every kind and nature (other than Accounts); CASH, CASH EQUIVALENTS AND OTHER PROPERTY all property or granted interests in connection therewithproperty now owned or hereafter acquired by Debtor, and all property or interests in property now owned or hereafter acquired by Debtor in the possession, custody or control of Secured Party or any agent or Affiliate of Secured Party for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise) and all rights and interests of Debtor, now existing or hereafter arising and however and wherever arising, in respect of any and all (i) notes, drafts, letters of credit, stocks, bonds, and debt and equity securities, whether or not certificated, and warrants, options, puts and calls and other cash rights to acquire or otherwise relating to the same; (ii) money; (iii) proceeds of loans, including, without limitation, all of the Loans made to Debtor under the Credit Agreement; and noncash proceeds (iv) insurance proceeds; together with all accessions, appurtenances and additions to and substitutions for any of the foregoing; all products and proceeds of any of the foregoing; all renewals and replacements of any of the foregoing; and all accounts, as security instruments, notes, chattel paper, documents (including all documents of title), books, records, computer programs, computer tapes, computer discs, contract rights and other general intangibles arising from any of the foregoing (including all insurance and claims for insurance affected or held for the performance benefit of Debtor or Secured Party in respect of any of the Obligationsforegoing). To All of the extent required properties and interests described in this Section 1.1 are herein collectively called the "Collateral." The inclusion of proceeds does not authorize Debtor to sell, dispose of or otherwise use the Collateral in any manner not otherwise authorized herein. 1.2 Debtor acknowledges, agrees and confirms that value has been given to Debtor by Secured Party and that Debtor and Secured Party have not agreed to postpone the terms time for attachment of the security interests in and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part assignments of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaultare evidenced hereby.

Creation of Security Interest. Pursuant to the provisions of the California Uniform Commercial Code, Pledgor hereby grants to the Company, and the Company hereby accepts, a first and present security interest in (a) Borrower hereby grants Lenderthe Securities, (b) all Dividends (as defined in Section 5), and (c) all proceeds of the Options, the Securities and all Dividends, to secure payment of the payment Note and performance in full of all Pledgor's obligations under this Pledge Agreement. Pledgor herewith agrees to deliver, upon each and every exercise of any Option, the stock certificate issued representing all Securities issued upon each such exercise (each such stock certificate, a "CERTIFICATE") to the Secretary of the Obligations, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned Company or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash designee of the Obligations Company (other than contingent indemnification obligations the "ESCROW HOLDER"), who is hereby appointed to hold all such Certificates in escrow and to take all actions and to effectuate all such transfers and/or releases of such Securities as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost are in accordance with the terms of the Loan Documents. Pledgor and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants Company agree that the security interest granted herein Escrow Holder will not be liable to any party to this Pledge Agreement (or to any other party) for any actions or omissions unless the Escrow Holder is and shall at all times continue grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under the Loan Documents. Escrow Holder may rely upon any letter, notice or other document executed by any signature purported to be a first priority perfected security interest in genuine and may rely on the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess advice of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing counsel and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at obey any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer order of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights court with respect to the Equity Interests transactions contemplated by the Loan Documents. Immediately upon each exercise of any Option, the Certificate representing the Securities issued upon such exercise shall, with no further action by Pledgor, be delivered to Escrow Holder, and Pledgor agrees to concurrently therewith execute a stock power covering such Certificate, in which it has an interest the form attached hereto as Exhibit 1 (with the date and number of shares left blank), and to give consentscause Pledgor's spouse (if any) to execute such stock power, waivers and ratifications in respect thereofto deliver such stock power to the Escrow Holder. For purposes of this Pledge Agreement, provided that: no such notice shall be required if Borrower has commenced an Insolvency Proceeding andthe Securities, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any all Dividends and all proceeds of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights Options, the Securities and all Dividends will hereinafter collectively be referred to vote and give consents, waivers and ratifications shall terminate upon as the occurrence and during the continuance of an Event of Default"COLLATERAL."

Creation of Security Interest. (a) Borrower hereby grants LenderNotwithstanding any other provision set forth in this Agreement, to secure the payment and performance in full of all Note, the Mortgage or any of the Obligationsother Loan Documents, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned Agent or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as any Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender create a security interest in all or any portion of its rights under this Agreement, the Equity Interests Note, the Mortgage and any other Loan Document (including the advances owing to it) in which Borrower has favor of (i) any interestFederal Reserve Bank, together any Federal Home Loan Bank or the 49289660 central reserve bank or similar authority of any country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of Agent and/or any Lender that is assigned in connection with all proceeds a Central Bank Pledge is foreclosed upon and substitutions transferred to the pledge thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared Agent or granted in connection therewith, and all other cash and noncash proceeds of the foregoingsuch Lender, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interestapplicable, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights no further liability hereunder with respect to the Equity Interests in which it has an interest that was the subject of such transfer and the assignee shall be Agent or such Lender, as applicable with respect to give consents, waivers and ratifications in respect thereof, provided that: no such notice interest. Neither Agent nor any Lender shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation to notify Borrowers of any of Central Bank Pledge or Pfandbrief Pledge. Borrowers agree to execute, within fifteen (15) Business Days after request therefor is made by Agent or any Lender, any documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Agent and/or such terms. All such rights Lender in order to vote and give consentsmake the Loan Documents eligible under German pfandbrief legislation; provided, waivers and ratifications however, that Borrowers shall terminate upon the occurrence and during the continuance of an Event of Defaultnot be required to make any Prohibited Changes.

Creation of Security Interest. (a) Borrower hereby grants LenderNotwithstanding any other provision set forth in this Agreement, to secure the payment and performance in full of all Note, the Mortgage or any of the Obligationsother Loan Documents, a continuing security interest in, and pledges to Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien in the Collateral shall continue until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as each Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender create a security interest in all or any portion of its rights under this Agreement, the Equity Interests Note, the Mortgage and any other Loan Document (including, without limitation, the advances owing to it) in which Borrower has favor of (i) any interestFederal Reserve Bank, together any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of a Lender that is assigned in connection with all proceeds a Central Bank Pledge is foreclosed upon and substitutions transferred to the pledge thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, such Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights no further liability hereunder with respect to the Equity Interests in which it has an interest that was the subject of such transfer and to give consents, waivers and ratifications in respect thereof, provided that: no such notice the assignee shall be Lender with respect to such interest. Lender shall not be required if to notify Borrower has commenced an Insolvency Proceeding andof any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (15) Business Days after request therefor is made by Agent, any documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Agent in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any event, no vote shall be cast or consent, waiver or ratification given or action taken such documents and amendments which would be inconsistent with any increase Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights Loan other than to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Defaulta de minimis extent.

Creation of Security Interest. (a) 4.1 Borrower hereby grants Lenderacknowledges and confirms that the Lender has and shall continue to have a lien and security interest in all Collateral heretofore granted by Borrower pursuant to the Original Loan Agreement and the Mortgage and to the extent not otherwise granted thereunder, to secure the Borrower, as collateral security for the prompt and due payment and performance in full of all of the Obligations, hereby assigns to the Lender and grants to the Lender a continuing lien on and security interest in, in all of the property and pledges to Lender, any interests therein in which the Collateral, wherever locatedBorrower now has or may hereafter acquire any interest, whether real or personal, tangible or intangible, now owned or existing or hereafter acquired or arising, . The liens and all proceeds and products thereof. If this Agreement is terminated, Lender’s lien security interests of Lender in the Collateral shall continue until be deemed to be continuously perfected from the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash. Upon payment in full in cash earliest date of the Obligations (other than contingent indemnification obligations as to which no claim has been asserted granting of such liens and security interests, whether hereunder or is known to exist) under the Mortgage. Lender shall, at Borrowers’ sole cost and expense, release its liens in the Collateral and shall have all rights therein shall revert to the Borrower. (b) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. If Borrower shall acquire a commercial tort claim with a potential recovery in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Lender in writing and deliver such other documents as Lender may require to grant Lender a perfected security interest in such commercial tort claim. (c) Borrower hereby authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder. Such financing statements may describe the Collateral as all assets of Borrower. (d) Borrower hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which Borrower has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for rights of a secured party under the performance of the Obligations. To the extent required by the terms and conditions governing the Equity Interests in which Borrower has an interest, Borrower shall cause the books of each Person whose Equity Interests are part of the Collateral Code and any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights other applicable law with respect to the Equity Interests in which it has an interest and to give consentsCollateral. In the event that any Collateral, waivers and ratifications in respect including proceeds, is evidenced by or consists of a letter of credit, advice of credit, instrument, money, negotiable documents, chattel paper, or similar property (collectively, "Negotiable Collateral"), Borrower shall, immediately upon receipt thereof, provided that: no endorse and assign such notice shall be required if Borrower has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any Negotiable Collateral over to Lender and deliver actual physical possession of the terms of this Agreement Negotiable Collateral to Lender. 4.2 On a daily basis, Borrower shall provide Lender with schedules describing all Accounts created or which would constitute or create any violation of any acquired by Borrower and shall execute and deliver written assignments of such terms. All Accounts to Lender, whether or not Lender makes advances against such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default.Accounts;