Common use of Financing Statement Filings Clause in Contracts

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office, or other such place as the Debtor may be "located" under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, the location of Debtor's Grantor’s chief executive office, or other such place as the Debtor Grantor may be "“located" ” under the provisions of the Code; where Debtor Grantor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor Grantor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, or the location of Debtor's Grantor’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g6(g), nor will Debtor Grantor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor Grantor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor Grantor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor Grantor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location jurisdiction of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office’s organization, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location jurisdiction of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be’s organization, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and THE FROST NATIONAL BANK 10 SECURITY AGREEMENT FORM REV. JUNE ‘01 (REVISED ARTICLE 9 CHANGES) amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's ’s principal residence, the location of Debtor's ’s place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any CollateralCollateral (except if such Collateral will subsequently be located with the Bailee, at the Debtor’s address in the first paragraph of this Agreement, or with Secured Party), (ii) any records concerning any Collateral, or (iii) Debtor's ’s principal residence, the location of Debtor's ’s place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g7(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g7(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required or reasonably deemed preferable by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's ’s principal residence, the location of Debtor's place of business, the location of Debtor's ’s chief executive office, the jurisdiction in which Debtor is organized, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or nor permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's ’s principal residence, the location of Debtor's place of business’s chief executive office, or the location jurisdiction of Debtor's chief executive office’s organization, as the case may be, to a jurisdiction location other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty ten (3010) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's ’s place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location of Debtor's ’s place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g6(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time. EXECUTED as of the date first written above. ASCENT ASSURANCE, INC. By: /s/ Xxxxxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxxx Print Title: SVP & CFO THE FROST NATIONAL BANK, a national banking association By: J. Xxxxx Xxxxxx Print Name: J. Xxxxx Xxxxxx Print Title: Senior Vice president The following property is a part of the Collateral as defined in Subsection 1(b): All capital stock and other equity interests of Freedom Life Insurance Company of America, a Texas corporation, now or hereafter owned beneficially or of record by Debtor. Capital stock issued and outstanding on the date of this Agreement: 1,761,816 shares of common stock of Freedom Life Insurance Company of America, a Texas corporation, as evidenced by certificate no. 2 issued in the name of Debtor. As of the date of this Agreement, such common stock represents all of the authorized, issued and outstanding capital stock of Freedom Life Insurance Company of America. All capital stock and other equity interests of National Foundation Life Insurance Company, a Texas corporation, now or hereafter owned beneficially or of record by Debtor. Capital stock issued and outstanding on the date of this Agreement: 100 shares of common stock of National Foundation Life Insurance Company, a Texas corporation, as evidenced by certificate no. 1 issued in the name of Debtor. As of the date of this Agreement, such common stock represents all of the authorized, issued and outstanding capital stock of National Foundation Life Insurance Company. Issuer Name: Freedom Life Insurance Company of America Jurisdiction of Incorporation: Texas Federal Taxpayer I.D. Number: 00-0000000 Authorized Capital Stock: 3,000,000 shares of $1.00 par common stock Issued Capital Stock: 176,816 shares of $1.00 par common stock Outstanding Capital Stock: 176,816 shares of $1.00 par common stock Issuer Name: National Foundation Life Insurance Company Jurisdiction of Incorporation: Texas Federal Taxpayer I.D. Number: 00-0000000 Authorized Capital Stock: 2,600,000 shares of $1.00 par common stock Issued Capital Stock: 2,600,000 shares of $1.00 par common stock Outstanding Capital Stock: 2,600,000 shares of $1.00 par common stock $3,000,000.00 December 31, 2003 For value received, ASCENT FUNDING, INC., a Delaware corporation (“Borrower”) does hereby promise to pay to the order of THE FROST NATIONAL BANK (“Lender”), at X.X. Xxx 0000, Xxx Xxxxxxx, Xxxxx 00000, or at such other address as Lender shall from time to time specify in writing, in lawful money of the United States of America, the sum of THREE MILLION AND 00/100 DOLLARS ($3,000,000.00), or so much thereof as from time to time may be disbursed by Lender to Borrower under the terms of that certain Credit Agreement dated of even date herewith among Borrower, certain Subsidiaries (as defined in the Credit Agreement) of Borrower’s ultimate parent and Lender (such agreement, together with all amendments and restatements, the “Credit Agreement”), and be outstanding, together with interest from date hereof on the principal balance outstanding from time to time as hereinafter provided. Interest shall be computed on a per annum basis of a year of 360 days and for the actual number of days elapsed, unless such calculation would result in a rate greater than the highest rate permitted by applicable law, in which case interest shall be computed on a per annum basis of a year of 365 days or 366 days in a leap year, as the case may be.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location jurisdiction of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office’s organization, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location jurisdiction of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be’s organization, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's Grantor’s place of business, the location of Debtor's Grantor’s chief executive office, or other such place as the Debtor Grantor may be "“located" ” under the provisions of the Code; where Debtor Grantor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor Grantor will neither cause or permit any change in the location of (ia) any Collateral, (iib) any records concerning any Collateral, or (iiic) Debtor's principal residence, the location of Debtor's Grantor’s place of business, or the location of Debtor's Grantor’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g6(g), nor will Debtor Grantor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor Grantor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, shall have complied with the Credit Agreement and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor Grantor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor Grantor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's ’s principal residence, the location of Debtor's ’s place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's ’s principal residence, the location of Debtor's ’s place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g6(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required or deemed preferable by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time. EXECUTED as of the date first written above. EQUUS II INCORPORATED By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx President SECURED PARTY: THE FROST NATIONAL BANK, a national banking association By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Market President 1. Champion Window Holdings, Inc. 51 Common 1,160,000 2. Champion Window Holding, Inc. 63 Common 10,000 3. Equicom, Inc. 12 Common 452,000 4. Industrial Data Systems Corporation C0171 Common 864,199 5. PalletOne, Inc. 008 Common 350,000 6. Strategic Holdings, Inc. 1 Common 1,000 7. Strategic Holdings, Inc. 2 Common 2,985,408 8. Strategic Holdings, Inc. 8 Common 103,343 9. Strategic Holdings, Inc. Preferred 3,822,157 10. Xxxxx Pet Care Enterprises, Inc. DPC0220 Common (Class A) 1,040,000 11. Xxxxx Pet Care Enterprises, Inc. DPC0221 Common (Class A) 80,951 12. Xxxxx Pet Care Enterprises, Inc. 822,647 13. CMC Investments, L.L.C. 2 Membership Units 2,055 14. Container Acquisition, Inc. Common 1,374,803 15. Container Acquisition, Inc. 11 Preferred 1,333 16. Container Acquisition, Inc. 12 Preferred 1,381 17. Container Acquisition, Inc. 13 Preferred 1,431 18. Container Acquisition, Inc. 14 Preferred 1,467 19. Container Acquisition, Inc. 15 Preferred 1,488 20. Container Acquisition, Inc. 16 Preferred 1,525 21. Container Acquisition, Inc. 17 Preferred 1,580 22. Container Acquisition, Inc. 18 Preferred 1,655 23. Container Acquisition, Inc. 19 Preferred 1,589 24. Container Acquisition, Inc. 2 Preferred 383 25. Container Acquisition, Inc. 20 Preferred 1,683 26. Container Acquisition, Inc. 21 Preferred 1,744 27. Container Acquisition, Inc. 22 Preferred 1,788 28. Container Acquisition, Inc. 22 Preferred 1,788 29. Container Acquisition, Inc. 23 Preferred 1,793 30. Container Acquisition, Inc. 24 Preferred 1,858 31. Container Acquisition, Inc. 25 Preferred 1,925 32. Equicom Preferred 633,061 33. Equicom, Inc. 26 Preferred 15,000 34. Equicom, Inc. 29 Preferred 9,550 35. Sovereign Business Forms, Inc. 7 Preferred 990 36. Sovereign Business Forms, Inc. 17 Preferred 294 37. Sovereign Business Forms, Inc. 19 Preferred 302 38. Sovereign Business Forms, Inc. 22 Preferred 308 39. Sovereign Business Forms, Inc. 24 Preferred 316 40. Sovereign Business Forms, Inc. 26 Preferred 322 41. Sovereign Business Forms, Inc. 28 Preferred 329 42. Sovereign Business Forms, Inc. 30 Preferred 337 43. Sovereign Business Forms, Inc. 33 Preferred 345 44. Sovereign Business Forms, Inc. 37 Preferred 352 45. Sovereign Business Forms, Inc. 38 Preferred 361 46. Sovereign Business Forms, Inc. 41 Preferred 368 47. Sovereign Business Forms, Inc. 44 Preferred 377 48. Sovereign Business Forms, Inc. 46 Preferred 385 49. Sovereign Business Forms, Inc. 50 Preferred 394 50. Sovereign Business Forms, Inc. 53 Preferred 402 51. Sovereign Business Forms, Inc. 56 Preferred 412 52. Sovereign Business Forms, Inc. 57 Preferred 421 53. Sovereign Business Forms, Inc. 59 Preferred 430 54. Sovereign Business Forms, Inc. 62 Preferred 441 55. Sovereign Business Forms, Inc. 63 Preferred 450 56. Sovereign Business Forms, Inc. 66 Preferred 460 57. Sovereign Business Forms, Inc. 48,933 58. Sovereign Business Forms, Inc. 576,964 59. PalletOne, Inc. 003 Preferred (Series A) 3,150,000 60. PalletOne, Inc. 6 Preferred (Series A) 315,000 61. Turfgrass America, Inc. P2 Preferred (Series A) 1,136,041 62. Turfgrass America, Inc. P51 Preferred (Series A) 195,350 63. Turfgrass America, Inc. P56 Preferred (Series A) 175,835 1. Promissory Note dated April 1, 2001 in the original principal amount of $502,035.20, executed by TURFGRASS AMERICA, INC., a Nevada corporation, and payable to the Borrower. 2. Warrant to Purchase Shares of Common Stock dated effective April 1, 2001 issued by TURFGRASS AMERICA, INC., a Nevada corporation, for 250,412 shares of common stock to the Borrower. Termination Date is April 1, 2010. 3. Series A Warrant No. 1 to Purchase Common Stock of Container Acquisition, Inc. dated as of February 28, 1997 for 370,588 shares of common stock issued to Borrower and expiring June 30, 2003, as renewed by . 4. Promissory Note dated December 21, 2001 in the original principal amount of $4,740,606.60 executed by PETROCON ENGINEERING, INC. and payable to the order of Borrower. 5. Replacement Subordinated Promissory Note dated September 19, 2001 in the original principal amount of $459,545.38, executed by THE XXXXXXXX GROUP, INC. and payable to the order of Borrower.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's ’s principal residence, the location of Debtor's ’s place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or nor permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's ’s principal residence, the location of Debtor's ’s place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g)to Secured Party herein, nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, the location of Debtor's Grantor’s chief executive office, or other such place as the Debtor Grantor may be "“located" ” under the provisions of the Code; where Debtor Grantor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor Grantor will neither cause or permit any change in the location of (i) any Collateral, ; (ii) any records concerning any Collateral, ; or (iii) Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, or the location of Debtor's Grantor’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g)Section 6(g) hereof, nor will Debtor Grantor change its name or the Organizational Information as represented in Subsection 3(gSection 6(g), unless Debtor Grantor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this SubsectionSection 14, Debtor Grantor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor Grantor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor hereby authorizes the filing of and recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's ’s place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's ’s principal residence, the location of Debtor's ’s place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, the location of Debtor's Grantor’s chief executive office, or other such place as the Debtor Grantor may be "“located" ” under the provisions of the Code; where Debtor Grantor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor Grantor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, or the location of Debtor's Grantor’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor Grantor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor Grantor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor Grantor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor Grantor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's ’s principal residence, the location of Debtor's ’s place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's ’s principal residence, the location of Debtor's ’s place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g6(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location jurisdiction of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office’s organization, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in THE FROST NATIONAL BANK 9 SECURITY AGREEMENT FORM REV. JUNE ‘01 (REVISED ARTICLE 9 CHANGES) the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location ’s jurisdiction of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be, organization to a jurisdiction other than as represented in Subsection 3(g4(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g4(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, the location of Debtor's Grantor’s chief executive office, or other such place as the Debtor Grantor may be "“located" ” under the provisions of the Code; where Debtor Grantor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor Grantor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, or the location of Debtor's Grantor’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g6(g), nor will Debtor Grantor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor Grantor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. Secured Party acknowledges that after the date hereof, Grantor may convert from a limited partnership to a different business entity type, provided that Grantor delivers notice thereof to Secured Party in accordance with the preceding sentence. In any written notice furnished pursuant to this Subsection, Debtor Grantor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor Grantor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location jurisdiction of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office’s organization, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location ’s jurisdiction of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be, organization to a jurisdiction other than as represented in Subsection 3(g4(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g4(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require THE FROST NATIONAL BANK SECURITY AGREEMENT FORM REV. JUNE ‘01 (REVISED ARTICLE 9 CHANGES) SA-RA9.DOC 9 additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's ’s place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location of Debtor's ’s place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g6(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time. EXECUTED as of the date first written above. NATIONALCARE®MARKETING, INC. By: /s/ Xxxxxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxxx Print Title: SVP & CFO THE FROST NATIONAL BANK, a national banking association By: /s/ J. Xxxxx Xxxxxx Print Name: J. Xxxxx Xxxxxx Print Title: Senior Vice president The following property is a part of the Collateral as defined in Subsection 1(b): All capital stock and other equity interests of Ascent Funding, Inc., a Delaware corporation, now or hereafter owned beneficially or of record by Debtor. Capital stock issued and outstanding on the date of this Agreement: 100 shares of common stock of Ascent Funding, Inc., a Delaware corporation, as evidenced by certificate no. 1 issued in the name of Debtor. As of the date of this Agreement, such common stock represents all of the authorized, issued and outstanding capital stock of Ascent Funding, Inc. Ascent Funding, Inc. Issuer Name: Ascent Funding, Inc. Jurisdiction of Incorporation: Delaware Federal Taxpayer I.D. Number: 00-0000000 Authorized Capital Stock: 100 shares of $0.10 par common stock Issued Capital Stock: 100 shares of $0.10 par common stock Outstanding Capital Stock: 100 shares of $0.10 par common stock THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made as of December 31, 2003, by ASCENT ASSURANCE, INC., a Delaware corporation (“Debtor”), whose chief executive office (as that term is used in the Code) is located at 0000 Xxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, and whose organizational identification number issued by the appropriate authority of the State of Delaware is 0936067, and its federal taxpayer identification number is 00-0000000, in favor of THE FROST NATIONAL BANK, a national banking association (“Secured Party”), whose address is X.X. Xxx 0000, Xxx Xxxxxxx, Xxxxx 00000. Debtor hereby agrees with Secured Party as follows:

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office, or other such place as the Debtor may be "located" under the provisions of the Code; Code or where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection subsection 3(g)) of this Agreement, nor will Debtor change its name or the Organizational Information as represented in Subsection subsection 3(g)) of this Agreement, unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action actions required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsectionsubsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing --------------------------- statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office, or other such place as the Debtor may be "located" under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g), nor will --------------- Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of --------------- such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's Grantor’s principal residence, the location of Debtor's Grantor’s place of business, the location of Debtor's Grantor’s chief executive office, or other such place as the Debtor Grantor may be "“located" ” under the provisions of the Code; where Debtor Grantor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor Grantor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's Grantor’s principal residence, the location of Debtor's place of business, residence or the location of Debtor's chief executive officeGrantor’s place of business, as the case may be, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g6(g), unless Debtor Grantor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor Grantor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements statements, amendments, or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor Grantor authorizes Secured Party to file financing statements and or amendments thereto under the provisions of the Code as amended from time to time.

Financing Statement Filings. Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's ’s principal residence, the location of Debtor's place of business, the location of Debtor's ’s chief executive office, or other such place as the Debtor may be "“located" ” under the provisions of the Code; Code or where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's ’s principal residence, the location of Debtor's place of business, or the location of Debtor's ’s chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action actions required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's ’s security interest in the Collateral. Without limiting Secured Party's ’s rights hereunder, Debtor authorizes Secured Party to file financing statements and continuations and amendments thereto under the provisions of the Code (or other applicable law) as amended from time to time.