Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates

Grant of Security Interest. To secure the payment and performance Debtor hereby grants to Secured Parties a security interest in all of the Secured Obligations as properties, assets and when duepersonal property of Debtor, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests whether now owned or hereafter acquired (collectively, the "Security Interest"“Collateral”) in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assetsfollowing: 9.1.1. Any (a) presently existing and hereafter arising accounts, contract rights, and all "chattel paper" as such term is defined in Section 9-105(b) other forms of obligations owing to Debtor arising out of the UCC (sale or lease of goods or the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 rendition of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services renderedby Debtor, whether or not earned by performance performance, and any and all rights in respect of the Account credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Debtor and Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held 's Books relating to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral(collectively, “Accounts”); (b) present and future general intangibles and other personal property (including payment intangibles, choses or things in action, goodwill, intellectual property, patents, trade names, trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, monies due under any royalty or licensing agreements, infringement claims, software, computer programs, computer discs, computer tapes, literature, reports, catalogs deposit accounts, insurance premium rebates, tax refunds, and tax refund claims) (collectively, “General Intangibles”); (c) present and future letters of credit, letter-of-credit rights (whether or not evidenced by a writing) and other supporting obligations, notes, drafts, instruments (including promissory notes), certificated and uncertificated securities, documents, leases, and chattel paper (whether tangible or electronic), and Debtor's Books relating to any of the foregoing (collectively, “Negotiable Collateral”); (d) present and future inventory in which Debtor has any interest, including goods held for sale or lease or to be furnished under a contract of service and all of Debtor's present and future raw materials, work in process, finished goods, and packing and shipping materials, wherever located, and any documents of title representing any of the sale above, and Debtor's Books relating to any of which gave rise the foregoing (collectively, “Inventory”); (e) present and hereafter acquired machinery, machine tools, motors, equipment, furniture, furnishings, fixtures, vehicles (including motor vehicles and trailers), tools, parts, dies, jigs, goods (other than consumer goods or farm products), and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located (collectively, “Equipment”); (f) present and hereafter acquired books and records including: ledgers; records indicating, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications onsummarizing, or ofevidencing Debtor's assets or liabilities, any of or the foregoing collateral; all information relating to Debtor's business operations or financial condition; and (d) all powers of attorney for the execution of any evidence of indebtedness computer programs, disc or security tape files, printouts, funds or other writing in connection therewith Any computer prepared information, and all negotiable instrumentsthe equipment containing such information (collectively, promissory notes, acceptances, drafts, checks, certificates“Debtor's Books”);

Grant of Security Interest. To secure the payment induce Lender to accept this Agreement and performance of the Secured Obligations as to make loans to Borrower from time to time pursuant to its terms, Borrower hereby grants to Lender, for itself and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit any Affiliate of Trustee and the HoldersLender, a security interests (collectively, the "Security Interest") interest in, and assigns, mortgages and pledges to Lender, for itself and as agent for any Affiliate of Lender, all of Borrower’s right, title, claim, estate title and interest in and to all Personalty and Fixtures, other than Excluded Assetsof Borrower’s property, whether real or personal, tangible or intangible, now owned and or existing or hereafter acquired or arising, and wherever located, including, without limitationincluding all of the following (collectively, the following but expressly excluding in each case any Excluded Assets:“Collateral”): 9.1.1. Any (i) all Accounts, Inventory, Equipment, Goods, General Intangibles and Negotiable Collateral; (ii) all investment property, securities and securities accounts and financial assets, as well as all bank and depository accounts; (iii) all chattel paper (whether tangible or electronic) and contract rights; (iv) all guaranties, collateral, Liens on real or personal property, leases, letters of credit, letter-of-credit rights, supporting obligations, and all "chattel paper" as such term is defined other rights, agreements, and property securing or relating to payment of Accounts or any other Collateral; (v) all documents, books and records relating to any Collateral or to Borrower’s business; (vi) all other property of Borrower’s now or hereafter in Section 9-105(b) the possession or control of the UCC Lender or any of Lender’s Affiliates (the "Chattel Paper"including cash, money, credits and balances of Borrower held by or on deposit with Lender or any Affiliate of Lender); 9.1.2. Any and (vii) all "accounts" as such term is defined other assets of any Obligor in Section 9-106 which Lender receives a security interest to secure all or part of the UCC (Obligations or which hereafter come into the "Accounts")possession, custody or control of Lender or any Affiliate of Lender; 9.1.3. Any and (viii) all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of Borrower’s commercial tort claims listed on (A) Item 20 of the Account DebtorSchedule (which Borrower represents and warrants is a true, accurate and complete list of all of Borrower’s commercial tort claims as of the Agreement Date) or (B) any other writing provided to Lender pursuant to Section 7(g); and (ix) all proceeds and products of all of the foregoing in any form, including without limitation amounts payable under any policies of insurance insuring all such rights constituting or evidenced by any Accountof the foregoing against loss or damage, Chattel Paper all parts, accessories, attachments, special tools, additions, replacements, substitutions and accessions to or Instrumentfor all or any of the foregoing, together all condemnation or requisition payments with (a) any collateral assigned, hypothecated respect to all or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to increases and profits received from all or any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates.

Grant of Security Interest. To secure The Debtor hereby grants to the payment and performance Collateral Agent for the ratable benefit of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Parties a continuing security interests (collectively, the "Security Interest") interest in, lien on, assignment of and right of set-off against, all right, title, claim, estate of the following property and interest in and to all Personalty and Fixtures, other than Excluded Assetsassets of the Debtor, whether now owned and existing or hereafter acquired or arising, and wherever regardless of where located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and (i) all "chattel paper" as such term is defined in Section 9-105(bAccounts; (ii) of the UCC all Inventory; (the "iii) all Chattel Paper"; (iv) all Documents; (v) all Instruments; (vi) all Supporting Obligations and Letter of Credit Rights; (vii) all General Intangibles (including payment intangibles and Software); 9.1.2. Any (viii) all Investment Property; (ix) all Goods; (x) all Equipment; (xi) all money, cash, cash equivalents, securities and all "accounts" as such term is defined in Section 9-106 other property of any kind of the UCC (Debtor held directly or indirectly by the "Accounts")Collateral Agent or any other Secured Party; 9.1.3. Any and (xii) all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor’s Deposit Accounts, credits, and balances with and other claims against the Collateral Agent or any other Secured Party or any of their respective affiliates or any other financial institution with which the Debtor maintains deposits, including without limitation the Collateral Reserve Account; (xiii) all such rights constituting books, records and other property related to or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held referring to secure any of the foregoing foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the rights under any security agreement granting a security interest in such collateral, foregoing; and (bxiv) all goodsaccessions to, the sale substitutions for and replacements, products and proceeds of which gave rise to any of the foregoing, including, without limitationbut not limited to, proceeds of any insurance policies (whether or not such policy shall contain an endorsement in favor of the Collateral Agent or any Secured Party), claims against third parties, and condemnation or requisition payments with respect to all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing. All of the foregoing is herein collectively referred to as the “Collateral.” Notwithstanding the foregoing, it is understood and agreed that (a) the Collateral shall not include fixtures (as defined in the Uniform Commercial Code as in effect from time to time in the State of Nevada) located in or at the Debtor’s Lyon County, Nevada facility excluding manufacturing equipment or production equipment located at such facility, and (db) all powers in accordance with Section 5.24 of attorney for the execution Credit Agreement, with respect to any Investment Property consisting of Capital Securities or equivalent equity interests in any evidence Foreign Subsidiary of indebtedness the Debtor, the lesser of 65% or security the entire interest owned by the Debtor of such Capital Securities or other writing equivalent equity interests in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatessuch Foreign Subsidiary shall be included in the Collateral.

Grant of Security Interest. To Borrower, in order to secure the payment and performance of the Secured Obligations as principal and when dueinterest with respect to the Loan made pursuant to this Agreement, Trustor all other sums due under and in respect hereof and of the Note, including reasonable fees, charges, expenses and attorneys' fees and costs and the performance and observance by Borrower of all other terms, conditions, covenants and agreements herein and in the Note (as debtor) hereby grants, conveys, pledges, assigns all such amounts and transfers to Beneficiary (as secured partyobligations being herein sometimes called the "Obligations"), as agent does hereby grant to Lender and representative for its successors and assigns a security interest in and to the equal and ratable benefit of Trustee and the Holders, security interests following property (collectively, the "Security InterestCollateral") in, all ): All right, title, claiminterest, estate claims and interest demands of Borrower in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assetsto: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated All goods and equipment now owned or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoinghereafter acquired, including, without limitation, all rights laboratory equipment, computer equipment, office equipment, machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in any returned of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located; (b) All inventory now owned or repossessed goods hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and unpaid sellershipping materials, work in process and finished products including such inventory as is temporarily out of Borrower's rightscustody or possession or in transit and including any returns upon any accounts or other proceeds, (c) all guaranteesincluding insurance proceeds, endorsements and indemnifications on, resulting from the sale or of, disposition of any of the foregoing and any documents of title representing any of the above, and Borrower's books relating to any of the foregoing (but specifically excluding from the term "inventory" all items constituting the physical embodiment of intellectual property and media in or on which physical embodiments of intellectual property are actually being stored); (c) All contract rights and general intangibles (except to the extent included within the definition of Intellectual Property or where licensed to or by borrower pursuant to a license that would become void or voidable or which would cause any other license to become void or voidable on the pledge of a security interest in it), now owned or hereafter acquired, including, without limitation, goodwill, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind; (d) All now existing and hereafter arising accounts, contract rights, royalties, license rights and all powers other forms of attorney for obligations owing to Borrower arising out of the execution sale or lease of goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and any evidence and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower's books relating to any of indebtedness the foregoing; (e) All documents, cash, deposit accounts, investment property, securities, letters of credit, certificates of deposit, instruments and chattel paper now owned or security or other writing in connection therewith hereafter acquired and Borrower's books relating to the foregoing; (f) Any and all negotiable instrumentsclaims, promissory notesrights and interests in any of the above and all substitutions for, acceptancesadditions and accessions to and proceeds thereof, draftsincluding, checkswithout limitation, certificatesinsurance, condemnation, requisition or similar payments and proceeds of the sale or licensing of Intellectual Property to the extent such proceeds no longer constitute Intellectual Property; but

Grant of Security Interest. To secure The Grantor hereby pledges and grants to the payment and performance Collateral Agent, for the benefit of the Secured Obligations as Parties, and when duehereby creates a continuing First Priority lien and security interest in favor of the Collateral Agent, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee the Secured Parties, in and the Holders, security interests (collectively, the "Security Interest") in, to all of its right, title, claim, estate title and interest in and to all Personalty and Fixturesthe following, other than Excluded Assetswherever located, whether now owned and existing or hereafter from time to time arising or acquired (collectively, the “Collateral”): (a) all fixtures and personal property of every kind and nature including all accounts (including health-care-insurance receivables), goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or arisingelectronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, commercial tort claims described on Schedule I hereof as supplemented by any written notification given by the Grantor to the Collateral Agent pursuant to Section 5(e), general intangibles (including all payment intangibles, patents, trademarks, copyrights, software, and wherever locatedother intellectual property), money, deposit accounts, and any other contract rights or rights to the payment of money, and in any event shall specifically include, without limitation, that certain License and Supply Agreement dated as of September 30, 2013 between the Grantor and Daewoong Pharmaceutical Co., Ltd., as amended, restated supplemented or otherwise modified from time to time (the “License Agreement”), including, without limitation, the following but expressly excluding exclusive right and license to import, distribute, promote, market, develop, offer for sale and otherwise commercialize or exploit Product in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" the Territory (as such term is terms are defined in Section 9-105(bthe License Agreement) for aesthetic use and (subject to the terms of the UCC License Agreement) Therapeutic Use (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"License Agreement);; and 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goodsProceeds and products of each of the foregoing, all books and records relating to the sale foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of which gave rise the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates.

Grant of Security Interest. To secure the payment and performance of all Obligations, Borrower and each Guarantor hereby grants to Agent, for itself and the Secured Obligations as benefit of Lenders and when dueBank Product Providers, Trustor (as debtor) a continuing security interest in, a lien upon, and a right of set off against, and hereby grantsassigns to Agent, conveys, pledges, assigns for itself and transfers to Beneficiary (as secured party)the benefit of Lenders and Bank Product Providers, as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") insecurity, all rightpersonal and real property and fixtures, titleand interests in property and fixtures, claim, estate of Borrower and interest in and to all Personalty and Fixtures, other than Excluded Assetssuch Guarantor, whether now owned and existing or hereafter acquired or arisingexisting, and wherever locatedlocated (together with all other collateral security for the Obligations at any time granted to or held or acquired by Agent or any Lender, collectively, the “Collateral”), including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, all Accounts; (b) all goods, the sale of which gave rise to any of the foregoinggeneral intangibles, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, Intellectual Property; (c) all guaranteesgoods, endorsements including, without limitation, Inventory and indemnifications on, or of, any of the foregoing and Equipment; (d) all powers fixtures; (e) all chattel paper, including, without limitation, all tangible and electronic chattel paper; (f) all instruments, including, without limitation, all promissory notes; (g) all documents and all credit card sales drafts, credit card sales slips or charge slips or receipts and other forms of attorney store receipts; (h) all deposit accounts; (i) all letters of credit, banker’s acceptances and similar instruments and including all letter-of-credit rights; (j) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors; (k) all (i) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (ii) monies, credit balances, deposits and other property of Borrower or Guarantors now or hereafter held or received by or in transit to Agent, any Lender or its Affiliates or at any other depository or other institution from or for the execution account of Borrower or any Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (l) all commercial tort claims, including, without limitation, those identified in the Information Certificate; (m) to the extent not otherwise described above, all Receivables; (n) all Records; and (o) all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any evidence kind or nature of indebtedness any or security or all of the other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesCollateral.

Grant of Security Interest. To secure In consideration of financial accommodations given or to be given or continued by Secured Party to Debtors and Summo Minerals Corporation, Debtors hereby pledge, assign and grant to Secured Party a security interest in the payment following collateral ("Collateral"): 1. All of Summo's right, title and performance of interest (whether certificated or uncertificated and whether now existing or hereafter acquired and wherever located) in and to the Secured Obligations as LLC (including, without limitation, Summo's membership interest in the LLC) and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns all dividends and transfers distributions on and all rights to Beneficiary (as secured party), as agent payments and representative for the equal all other rights in connection with such LLC interest and ratable benefit of Trustee and the Holders, security interests all proceeds thereof (collectively, the "Security LLC Interest") in, all ); and 2. All of the LLC's right, title, claim, estate title and interest in and to all Personalty and Fixtures, other than Excluded Assets, (whether now owned and existing or hereafter acquired or arising, and wherever located) in and to (a) all leasehold, includingpossessory, without limitationexploration, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any development, oil, gas, mineral and mining rights and claims and all "chattel paper" as such term is defined in Section 9-105(b) leases and other interests, rights and claims of any kind or nature whatsoever of the UCC LLC with respect to the properties located in San Jxxx County, Utah (the "Chattel PaperUtah Properties"); 9.1.2. Any ) which are described on Exhibit A attached hereto and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateralthis reference incorporated herein, (b) all goodsof the LLC's accounts, accounts receivable, equipment, fixtures, leasehold rights and improvements, contract rights and agreements, general intangibles, chattel paper, instruments, documents and documents of title with respect to, located at, used in connection with or in way related to the sale Utah Properties, (c) all insurance proceeds of which gave rise or relating to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (cd) all guaranteesbooks, endorsements records, computer programs and indemnifications ondata relating to any of the foregoing, or and (e) all accessories and additions to, substitutions for and replacements, products and proceeds of, any of the foregoing foregoing; to secure payment and performance of all of Summo's and Summo Minerals Corporation's present and future debts and obligations (d"Debt") all powers to Secured Party under that certain Convertible Promissory Note dated effective as of attorney for October 1, 1997 ("Note") payable to Secured Party in the execution principal amount K:\COMMON\STMARY\SUMMO\Pledge and Security Agt.02.wpd 1 of any evidence of indebtedness or security or other writing $2,950,000 by Summo and Summo Minerals Corporation. Unless otherwise defined herein, words used in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthis Agreement shall have the meanings given them in the Uniform Commercial Code.

Grant of Security Interest. To secure Without the payment necessity of further formality or writing, you hereby transfer, assign and performance grant to us a lien on and security interest in all of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all your right, title, claim, estate title and interest in and to all Personalty of your assets, whether now existing or hereafter acquired, created or arising, including without limitation (unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meaning set forth in the Uniform Commercial Code as adopted and in effect in the State of New York): (a) all Accounts, and any and all Instruments, Documents, Chattel Paper (including Electronic Chattel Paper), General Intangibles (including, without limitation, Payment Intangibles, all federal, state and local income tax refunds, and all other rights to payment), Deposit Accounts, Investment Property, and all forms of obligations owing to you; (b) unpaid seller's rights (including rescission, replevin, reclamation and stopping in transit) relating to the foregoing or arising therefrom; (c) rights, claims, remedies and benefits under all documents, instruments and agreements between you and your customers, and all sums now or hereafter owing to you from your customers, and all collateral and security thereof and all guarantees thereof, and all of your reserves, balances, sums and other property at any time to your credit with us or in our possession; (d) rights to any Goods, including without limitation returned or repossessed Goods; (e) guarantees, collateral, Supporting Obligations and Letter-of-Credit Rights for any of the foregoing; (f) Inventory, Equipment and Fixtures, (g) insurance policies or other than Excluded Assetsrights relating to any of the foregoing; and (h) Cash and Noncash Proceeds of any and all of the foregoing (items (a) through (h) are collectively referred to as the "Collateral" herein). It is however understood that we shall have no obligation to perform, whether now owned and existing or hereafter acquired or arisingin any respect, any contracts relating to any Accounts. You agree to comply with all applicable laws to perfect our security interest in the Collateral pledged to us hereunder, and wherever locatedto execute such documents as we may require to effectuate the foregoing and to implement this Agreement. You irrevocably authorize us to file financing statements, and all amendments and continuations with respect thereto, in order to create, perfect or maintain our security interest in the Collateral, and you hereby ratify and confirm any and all financing statements, amendments and continuations with respect thereto heretofore and hereafter filed by us pursuant to the foregoing authorization. You shall, from time to time and at all reasonable times allow us, by or through any of our officers, agents, attorneys, or accountants, to examine or inspect the Collateral, and obtain (or provide us with) valuations, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any aging of all Accounts, and all "chattel paper" as such term is defined in Section 9-105(b) audits of the UCC (the "Chattel Paper"); 9.1.2Collateral, at your expense, wherever located. Any You shall do, obtain, make, execute and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation deliver all such additional and further acts, things, deeds, assurances and instruments as we may require to vest in and assure to us our rights constituting hereunder and in or evidenced by any Accountto the Collateral, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesproceeds thereof.

Grant of Security Interest. To further secure the payment of the secured indebtedness herein referred to and the performance of the Secured Obligations as obligations, covenants, agreements, warranties, and when dueundertakings of Mortgagor herein described, Trustor Mortgagor hereby grants to Mortgagee (as debtorherein defined) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateralthe entire interest of Mortgagor (whether now owned or hereafter acquired by operation of law or otherwise) in and to: (a) the Mortgaged Properties, to the extent the Mortgaged Properties consist of fixtures and personal property; (b) all goodsoil, gas, other hydrocarbons, and other minerals at any time produced from or allocated to the Mortgaged Properties and all products processed or obtained therefrom (herein collectively called the “Production”), together with all accounts arising out of the sale of Production and all other proceeds of Production (regardless of whether or not the Production, such accounts and such proceeds constitute “as-extracted collateral” under the UCC), and all liens and security interests securing payment of the proceeds of Production, including those liens and security interests provided for under (i) statutes enacted in the jurisdictions in which the Mortgaged Properties are located, or (ii) statutes made applicable to the Mortgaged Properties under federal law (or some combination of federal and state law); (c) without limitation of or by any other provisions of this Section 1.3, all payments received in lieu of Production (regardless of whether such payments accrued, or the events which gave rise to such payments occurred on, before or after the date hereof), including “take or pay” payments and similar payments, payments received in settlement of or pursuant to a judgment rendered with respect to take or pay or similar obligations or other obligations under a production sales contract, payments received in buyout or buydown or other settlement of a production sales contract, and payments received under a gas balancing or similar agreement as a result of (or received otherwise in settlement of or pursuant to judgment rendered with respect to) rights held by Mortgagor as a result of Mortgagor (or its predecessors in title) taking or having taken less gas from lands covered by a Mortgaged Property (or lands pooled or unitized therewith) than their ownership of such Mortgaged Property would entitle them to receive (the payments described in this subsection (b) being herein called “Payments in Lieu of Production”); (d) all equipment, inventory, improvements, fixtures, accessions, goods, and other personal property or movable property of whatever nature now or hereafter located on or used or held for use in connection with the Mortgaged Properties (or in connection with the operation thereof or the treating, handling, storing, processing, transporting, or marketing of Production), and all licenses and permits of whatever nature now or hereafter used or held for use in connection with the Mortgaged Properties (or in connection with the operation thereof or the treating, handling, storing, processing, transporting, or marketing of Production), and all renewals or replacements of the foregoing or substitutions for the foregoing; (e) all accounts, contracts, contract rights, choses in action (i.e., rights to enforce contracts or to bring claims thereunder) and general intangibles of any kind (regardless of whether the same arose, or the events which gave rise to the same occurred, on or before or after the date hereof) in any way related to the Mortgaged Properties, the operation thereof (whether Mortgagor is operator or non-operator or otherwise), or the treating, handling, separation, stabilization, storing, processing, transporting, gathering, sale or marketing of Production (including any of the same relating to payment of proceeds of Production or to payment of amounts which could constitute Payments in Lieu of Production); (f) without limitation of or by the foregoing, all rights and interests of Mortgagor under any Hedging Contract now or hereafter existing; (g) all geological, geophysical, engineering, accounting, title, legal, and other technical or business data concerning the Mortgaged Properties, the Production or any other item of Property (as herein defined), which data is now or hereafter in the possession of Mortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, software, and other forms of recording or obtaining access to such data; (h) without limitation of or by any of the foregoing, includingall rights, without limitationtitles and interests now owned or hereafter acquired by Mortgagor in any and all goods, inventory, equipment, as-extracted collateral, documents, money, instruments, intellectual property, certificated securities, uncertificated securities, investment property, letters of credit, rights to proceeds of written letters of credit and other letter-of-credit rights, commercial tort claims, deposit accounts, payment intangibles, general intangibles, contract rights, chattel paper (including electronic chattel paper and tangible chattel paper), rights to payment evidenced by chattel paper, software, supporting obligations and accounts, wherever located, and all rights and privileges with respect thereto (all of the properties, rights and interests described in any returned or repossessed goods and unpaid seller's rightssubsections (a), (b), (c), (d), (e), (f) and (g) above, subsection (i) below, and this subsection (h) being herein sometimes collectively called the “Collateral”); and (i) all guaranteesproceeds of the Collateral (the Mortgaged Properties, endorsements the Collateral, and indemnifications onthe proceeds of the Mortgaged Properties and of the Collateral being herein sometimes collectively called the “Property”). provided, however, that if the grant of a security interest or ofLien under Section 1.1 or this Section 1.3 with respect to any contract, any easement, right of way, surface lease, personal property lease or other agreement is prohibited thereunder and the violation of such prohibition would cause Mortgagor to lose its interest in or rights with respect to such contract, easement, right of way, surface lease, personal property lease or other agreement, Mortgagor shall be deemed not to have granted such security interest or Lien therein or thereon to the extent that such prohibition is enforceable and applicable. Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the Collateral and the grant of the foregoing security interest which are defined in the UCC, as defined below, shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and (d) all powers most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of attorney for this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the execution UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of any evidence of indebtedness this Mortgage, such amendment or security or other writing holding shall be disregarded in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesdefining terms used in this Mortgage.

Grant of Security Interest. To secure the prompt repayment of each and all of the obligations of the Company hereunder to the Holder and its assigns, the Company hereby pledges, grants, assigns and transfers to the Holder and its assigns a continuing lien on and security interest in and to all of the following property of the Company (collectively the “Collateral”): (i) All accounts, accounts receivable, contract rights, general intangibles related to or arising from any account, debit balances, note, documents, chattel paper, instruments, acceptances, drafts or other forms of obligations and receivables of the Company arising from the sale or lease of inventory or rendition of services by the Company, or on behalf of the Company, in the ordinary course of its business or otherwise (all of the foregoing being herein collectively called “Accounts”), and all proceeds therefrom including without limitation, proceeds of insurance thereon and all guaranties, securities, and liens which the Company may hold for the payment of any Accounts, including without limitation, all rights of stoppage in transit, replevin and reclamation and all other rights and remedies of unpaid vendor or lienor, and any liens held by the Company as a mechanic, contractor, subcontractor, processor, materialman, machinist, manufacturer, artisan, or otherwise. (ii) All documents, instruments, documents of title, policies and certificates of insurance, guaranties, securities, chattel paper, deposits, proceeds of insurance, cash, liens or other property relating to Accounts and owned by the Company or in which the Company has an interest, which are now or may hereafter be in the possession of the Company or as to which the Company may now or hereafter control possession by documents of title or otherwise. (iii) All of the Company’s tangible property of whatever nature or description, whether real or personal, now or hereafter used, owned, held or leases, including without limitation all furniture, fixtures, equipment, inventory and supplies. (iv) All of the Company’s intangible property of whatever nature or description, including without limitation, all intellectual property, trade names, trademarks, service marks, computer programs (including source code and object code), patents and copyrights now owned or hereafter acquired). (v) All renewals, substitutions, replacements, additions, accessions, proceeds, and products of any and all the foregoing. The Company’s grant of such security interests to the Holder shall secure the payment and performance of the Secured Obligations as indebtedness, obligations and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers liabilities of the Company to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and Holder pursuant to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arisingthis Note, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any all reasonable and all "chattel paper" as such term is defined in Section 9documented out-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any of-pocket legal and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing professional fees incurred in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificateswith the enforcement of this Note by Hxxxxx.

Grant of Security Interest. To secure the prompt performance and repayment of each and all of the obligations of the Company hereunder to the Holder and its assigns, the Company hereby pledges, grants, assigns and transfers to the Holder and its assigns a continuing lien on and security interest in and to all of the following property of the Companies, whether now owned or later acquired (collectively the “Collateral”): (i) All accounts, accounts receivable, contract rights, general intangibles related to or arising from any account, debit balances, note, documents, chattel paper, instruments, acceptances, drafts or other forms of obligations and receivables of the Companies arising from the sale or lease of inventory or rendition of services by the Companies, or on behalf of the Companies, in the ordinary course of its business or otherwise (all of the foregoing being herein collectively called “Accounts”), whether or not the same are listed on any schedules, assignments or reports furnished to the Holder from time to time, whether such Accounts are now existing or are created at any time hereafter, and all proceeds therefrom including without limitation, proceeds of insurance thereon and all guaranties, securities, and liens which the Companies may hold for the payment of any Accounts, including without limitation, all rights of stoppage in transit, replevin and reclamation and all other rights and remedies of unpaid vendor or lienor, and any liens held by the Companies as a mechanic, contractor, subcontractor, processor, materialman, machinist, manufacturer, artisan, or otherwise. (ii) All documents, instruments, documents of title, policies and certificates of insurance, guaranties, securities, chattel paper (both tangible and electronic), deposits, proceeds of insurance, cash, liens or other property relating to Accounts and owned by the Companies or in which the Companies have an interest, which are now or may hereafter be in the possession of the Companies or as to which the Companies may now or hereafter control possession by documents of title or otherwise. (iii) All books, records, customer lists, supplier lists, ledgers, evidences of shipping invoices, purchase orders, sales orders, computer records, lists, software, programs, and all other such evidences of the Companies’ business records related to the Accounts, including all cabinets, drawers, etc. that may hold same, all whether now existing or hereafter arising or acquired. (iv) All of the Companies’ tangible property of whatever nature or description, whether real or personal, now or hereafter used, owned, held or leased, including without limitation all goods, furniture, fixtures, vehicles, equipment, inventory and supplies. (v) All of the Companies’ payment intangibles, instruments, letters of credit, letter-of-credit rights, money, deposit accounts, investment property, commodity contracts, and commodity accounts. (vi) All of the Companies’ intangible property of whatever nature or description, including without limitation, all intellectual property, general intangibles, software, trade names, trademarks, service marks, computer programs (including source code and object code), patents and copyrights now owned or hereafter acquired. (vii) All renewals, substitutions, replacements, additions, accessions, proceeds, and products of any and all the foregoing. The Company’s grant of such security interests to the Holder shall secure the payment and performance of the Secured Obligations as indebtedness, obligations and when liabilities of the Company to the Holder of every kind and description, direct and indirect, absolute and contingent, due or to become due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights that relate to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing this Note and the rights under any security agreement granting a security interest and remedies created hereunder, and all legal and other professional fees incurred in such collateral, (b) all goods, the sale of which gave rise to connection with any of the foregoing, including, without limitation, . The security interest granted to the Holder hereunder shall be prior to all rights other interests in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any the Collateral. Terms used in the preceding collateral description shall have the respective meanings accorded such terms in the Uniform Commercial Code as enacted in the state of Delaware as of the foregoing and (d) all powers date of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthis Agreement.

Grant of Security Interest. To Each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Copyrights, Patents and Trademarks; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles; (vii) all Goods; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all cash or cash equivalents; (xii) all letters of credit, Letter-of-Credit Rights and Supporting Obligations; (xiii) all Deposit Accounts with any bank or other financial institution; (xiv) all Commercial Tort Claims; and (xv) all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations as Obligations; provided, that the Collateral does not include any United States intent-to-use trademark applications to the extent that, and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for solely during the equal and ratable benefit of Trustee and the Holders, security interests (collectivelyperiod in which, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) grant of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in therein would impair the validity or enforceability of such collateralintent-to-use trademark applications under applicable federal law; provided, further that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (b) all goodsor any successor provision), the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatessuch intent-to-use trademark application shall be considered Collateral.

Grant of Security Interest. To The Company, in order to secure (i) the prompt payment when due of the Loans and of the other Obligations and (ii) the performance and observance by the Company of all agreements, covenants and provisions contained herein and in the Financing Documents, and in consideration of the premises and of the covenants herein contained, and of other good and valuable consideration, the receipt of which is hereby acknowledged, has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed and does hereby (subject to the terms and conditions hereof) grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm unto the Administrative Agent, its permitted successors and assigns, for the security and benefit of the Secured Obligations Parties, forever, a continuing security interest in, and mortgage lien on, all estate, right, title and interest of the Company in, to and under the following described properties, rights, interests and privileges (which, collectively, including all property hereafter specifically subjected to the lien of this Mortgage by any instrument supplemental hereto, are referred to herein as and when due, Trustor the “Collateral”): (as debtora) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee Airframe and the HoldersEngines, security interests each of which Engines is of 49,120 or more pounds of thrust or its equivalent, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with all accessories, equipment, parts and appurtenances appertaining or attached to the Airframe (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsaircraft engines not constituting Engines) or Engines and owned by the Company, whether now owned and existing or hereafter acquired or arisingacquired, and wherever locatedall substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines and all records, logs, manuals and other documents (“Documents”) at any time maintained with respect to the foregoing; (b) any Lease Assignment and all rights thereunder; (c) all proceeds with respect to the requisition of title to or use of the Aircraft or any part thereof, and all insurance proceeds with respect to the Aircraft or any part thereof, but excluding any insurance maintained by the Company and not required under the Financing Documents; (d) all moneys and securities now or hereafter paid or deposited or required to be paid or deposited to or with the Administrative Agent in pledge hereunder and held or required to be held by the Administrative Agent hereunder; (e) any and all property that may, from time to time hereafter, in accordance with the provisions of this Mortgage, by delivery or by Mortgage Supplement or by other writing of any kind, for the purposes hereof be in any way subjected to the lien and security interest hereof or be expressly conveyed, mortgaged, assigned, transferred, deposited, in which a security interest may be granted by the Company and/or pledged by the Company, or by any Person authorized to so do on its behalf or with its consent, to and with the Administrative Agent hereunder, who is hereby authorized to receive the same at any and all times as and for additional security hereunder; and (f) all proceeds of the foregoing; PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions of this Section 2.1, so long as no Event of Default shall have occurred and be continuing, (i) the Company shall have the right, to the exclusion of the Administrative Agent, to quiet enjoyment of the Airframe, Engines and Documents and to possess, use, retain and control (including entering into Leases and Wet Leases with respect to) the Airframe, Engines and Documents and all revenues, income and profits derived therefrom subject to the terms of the Financing Documents, and (ii) the Administrative Agent, shall not, through its own actions or inactions, nor shall it permit any person lawfully claiming by or through it, including, without limitation, any Secured Party to interfere with, or suffer to exist with respect to the following but expressly excluding in each case Aircraft any Excluded Assets: 9.1.1. Any and all "chattel paper" as Lien attributable to the Administrative Agent or any such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goodsperson that might interfere with, the sale of which gave rise to Company’s (or any of the foregoingLessee’s) continued possession, use and operation of, and quiet enjoyment (including, without limitation, administrative quiet enjoyment) of, the Aircraft, Engines and Documents during the term of this Mortgage in accordance with the terms of the Financing Documents so long as no Event of Default shall have occurred and be continuing. In view of the foregoing provisions of this paragraph, the Company hereby waives the provisions of Article XVI(1)(a) of the Protocol. TO HAVE AND TO HOLD the Collateral unto the Administrative Agent, its permitted successors and assigns, forever, upon the terms herein set forth, in trust for the benefit, security and protection of the Secured Parties, without any priority of any Loan, Note or Obligation over any other except as may be separately agreed among the Secured Parties and such other secured parties or as provided herein, and for the uses and purposes and subject to the terms and provisions set forth in this Mortgage. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Company shall remain liable under each of the Financing Documents to which it is a party to perform all rights of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and neither the Administrative Agent nor any Secured Party shall have any obligation or liability under any of the Financing Documents to which the Company is a party by reason of or arising out of the assignment hereunder, nor shall the Administrative Agent or any Secured Party be required or obligated in any returned manner to perform or repossessed goods and unpaid seller's rightsfulfill any obligations of the Company under any of the Financing Documents to which the Company is a party, (c) all guaranteesor, endorsements and indemnifications onexcept as herein expressly provided, to make any payment, or ofto make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts that may have been assigned to it or to which it may entitled at any time or times. The Company does hereby irrevocably constitute and appoint the Administrative Agent the true and lawful attorney of the Company (which appointment is coupled with an interest) with full power (in the name of the Company or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds) and all other property that now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceeding that the Administrative Agent may deem to be necessary or advisable in the premises; provided that the Administrative Agent shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default. The Company agrees that at any time and from time to time, upon the written request of the Administrative Agent, the Company will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Administrative Agent may reasonably request to obtain the full benefits of the assignment hereunder and of the rights and powers herein granted. The Company does hereby warrant and represent that it has not assigned or pledged (except any assignment or pledge that has been terminated on or prior to the date hereof) and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned, to anyone other than the foregoing and (d) all powers of attorney for Administrative Agent except to the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesextent permitted by the Term Loan Agreement.

Grant of Security Interest. To In order to secure the payment of indebtedness to the Lenders evidenced by the Debentures, and performance any other obligation or liability of the Secured Obligations as and when Debtors to any Lender under, pursuant to, or in connection with the Debentures, direct or indirect, absolute or contingent, due or to become due, Trustor now existing or hereafter arising (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured partyhereinafter collectively called the "Obligations"), as agent the Debtors hereby grant and representative convey to the Agent for the equal and ratable benefit of Trustee and the Holders, Lenders a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty the following property and Fixtures, other than Excluded Assetsassets of the Debtors, whether now owned and existing or hereafter acquired acquired, produced or arisingcreated, including, without limitation: a) accounts receivable, chattel paper, instruments, notes, drafts, acceptances and other forms of instruments or obligations, now or hereafter owing to the Debtors, whether arising from the sale of goods or rendition of services by the Debtors, all of the Debtors rights in, to and under all purchase orders, now or hereafter received by the Debtors for goods or services, and wherever locatedmonies due or to become due to the Debtors under all contracts for the sale of goods or the performance of services by the Debtors (whether or not yet earned by performance), or in connection with any other transaction (including, without limitation, the right to receive the Proceeds of said purchase orders and contracts), and collateral security and guarantees of any kind given by any obligor with respect to any of the foregoing; b) equipment and fixtures; c) all motor vehicles; d) all general intangibles; e) documents; f) all of the Debtors’ inventory (within the meaning of the Uniform Commercial Code as, from time to time, in effect in the State of Indiana; hereinafter, the "Uniform Commercial Code"), including, without limitation, goods, merchandise and other personal property, now or hereafter owned or acquired and wheresoever located, that are held for sale or lease or are furnished or to be furnished under a contract of service or are raw materials used or consumed or to be consumed in the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any Debtors' businesses, and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any additions and accessions thereto, and all "accounts" as such term is defined in Section 9-106 of returns and refunds applicable thereto and the UCC (right to collect the "Accounts"); 9.1.3. Any same; g) all proceeds and products thereof, and all rights to payment for goods sold or leased or services renderedincreases, whether or not earned by performance substitutions, replacements, additions and accessions thereto (all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any hereinafter referred to collectively as the "Collateral"). The security interest granted herein to Agent on behalf of the foregoing and (d) all powers of attorney Lenders is for the execution ratable benefit of any evidence all Lenders and each Lender may realize upon the Collateral, as set forth in Section 4 hereof, to the extent of indebtedness or security or other writing in connection therewith Any and its Debenture Percentage (as hereinafter defined), as computed from time to time. The amount of each Lender's "Debenture Percentage" shall be the percentage computed by dividing the Obligations owed to such Lender by the aggregate Obligations owed to all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesLenders.

Grant of Security Interest. To secure Each Grantor hereby grants to the payment Collateral Agent, for its benefit and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee each other Secured Party, a continuing security interest in all of such Grantor’s following property, whether tangible or intangible, whether now or hereafter existing, owned or acquired by such Grantor, and the Holders, security interests wherever located (collectively, the "Security Interest"“Collateral”): (i) inall investment property in which such Grantor has an interest (including the Capital Stock of each issuer of such Capital Stock described in Schedule I hereto) and (ii) all other Capital Stock which are interests in limited liability companies or partnerships in which such Grantor has an interest (including the Capital Stock of each issuer of such Capital Stock described in Schedule I hereto), all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any together with Dividends and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights Distributions payable in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of Collateral described in the foregoing clauses (a)(i) and the rights under any security agreement granting a security interest in such collateral, (a)(ii); (b) all goods, the sale including all equipment and inventory in all of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, its forms; (c) all guaranteesaccounts, endorsements contracts, contract rights, chattel paper, documents, instruments, promissory notes and indemnifications ongeneral intangibles (including tax refunds and all payment intangibles), whether or ofnot arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, promissory notes, general intangibles and payment intangibles (all of the foregoing collectively referred to as the “Receivables”, and any and all such security agreements, guaranties, leases and other contracts collectively referred to as the “Related Contracts”); (d) all Intellectual Property Collateral; (e) all Deposit Accounts; (f) all letter of credit rights; (g) all commercial tort claims in which such Grantor has rights (including as a plaintiff) listed on Schedule VII; (h) the Collateral Account, all cash, checks, drafts, notes, bills of exchange, money orders, other like instruments and all investment property held in the Collateral Account (or in any sub-account thereof) and all interest and earnings in respect thereof; (i) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing and in this Section; (dj) all powers other property and rights of attorney for the execution every kind and description and interests therein; and (k) all products, offspring, rents, issues, profits, returns, income, supporting obligations and proceeds of and from any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instrumentsof the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a) through (j), promissory notesand, acceptancesto the extent not otherwise included, draftsall payments under insurance (whether or not the Collateral Agent is the loss payee thereof), checksor any indemnity, certificateswarranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).

Grant of Security Interest. To secure the prompt payment and performance of the Secured all of Seller’s Obligations as and when dueto Purchaser, Trustor (as debtor) Seller hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Purchaser a continuing lien upon an security interests (collectively, the "Security Interest") interest in, and right of set off with respect to, all of Seller’s right, title, claim, estate title and interest in in, to and to all Personalty and Fixtures, other than Excluded Assetsunder the following, whether now owned and existing by or owing to, or hereafter acquired by or arisingarising in favor of, Seller, and wherever locatedregardless of where located (collectively the “Collateral”): (A) All accounts, including, without limitation, the following but expressly accounts receivable (excluding in each case any Excluded Assets: 9.1.1. Any and all "employee notes), chattel paper" as such term is defined , contract rights, documents, instruments, letter of credit, banker’s acceptances, drafts, securities and general intangibles, including all claims, causes of action, deposit accounts, rights to receive tax refunds, rights in Section 9-105(band claims under insurance policies (including rights to unearned premiums), customer lists, copyrights, patents, trademarks, license agreements (except for the Samsung license agreement dated March 29, 2001), goodwill associated with trademarks and trademark licenses, and other intellectual property of every kind and other rights to payment; (B) of the UCC All inventory; (the "Chattel Paper"C) All monies, remittances, and other amounts due under this Agreement and any other agreement between Purchaser and Seller; (D) All equipment, machinery, motor vehicles, furniture, fixtures, tools and supplies; (E) All investment securities; (F) All farm products, crops, timber, minerals and like (including oil and gas); 9.1.2. Any (G) All books and records relating to the foregoing, including all "accounts" as such term is defined in Section 9-106 computer programs, printed output and computer readable data; (H) All accessions to, and substitutions and replacements for, all of the UCC foregoing; and (the "Accounts"); 9.1.3. Any I) All proceeds and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any products of the foregoing, includingwhether due to voluntary or involuntary disposition, without limitationincluding insurance proceeds. Seller shall sign and deliver to Purchaser UCC financing statements, in form acceptable to Purchaser. Seller agrees to deliver to Purchaser the originals of all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificateschattel paper and documents evidencing or related to Purchased Accounts and other Collateral.

Grant of Security Interest. To secure the prompt and complete payment and performance of all Obligations, and to induce the Secured Obligations as Administrative Agent and when duethe Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof and subject to the Permitted Encumbrances, Trustor (as debtor) the Borrower hereby grants, conveyspledges and hypothecates to the Administrative Agent, pledgesfor the benefit of the Lenders, assigns a Lien upon and transfers security interest in all of the Borrower’s right, title and interest in, to Beneficiary and under, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (as secured partyincluding under any trade names, styles or derivations of the Borrower), and regardless of where located (all of which being hereinafter collectively referred to as agent and representative for the equal and ratable benefit “Collateral”): (a) all Receivables; (b) all Related Security; (c) all of Trustee and the Holders, security interests following (collectively, the "Security Interest"“Account Collateral”): (i) inthe Collection Accounts, the Facility Account, the lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts, the lockboxes or such funds, (ii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent, any Lender or any assignee or agent on behalf of the Administrative Agent, any Lender in substitution for or in addition to any of the then existing Account Collateral, and (iii) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in exchange for any and all of the then existing Account Collateral; (d) all other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower under this Agreement or another Transaction Document, including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower; (e) all general intangibles (as defined in the UCC); and (f) to the extent not otherwise included, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" proceeds (as such term is defined in Section 9-105(bthe UCC) of the UCC and products (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (aUCC) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateralall accessions to, (b) all goodssubstitutions and replacements for, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or profits of, any each of the foregoing and Collateral (dincluding proceeds that constitute property of the types described in Sections 10.01(a) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthrough (e)).

Grant of Security Interest. To Each Obligor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Obligor (including under any trade name or derivations thereof), whether owned or consigned by or to, or leased from or to, such Obligor and regardless of where located (all of which will be collectively referred to as the “Collateral”), to secure the prompt and complete payment and performance of the Secured Obligations as Obligations. For the avoidance of doubt, the Collateral shall include the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Copyrights, Patents and when dueTrademarks; (iv) all Documents; (v) all Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (x) all Inventory; (xi) all Investment Property; (xii) all cash or cash equivalents; (xiii) all letters of credit, Trustor Letter-of-Credit Rights and Supporting Obligations; (as debtorxiv) hereby grantsall Deposit Accounts with any bank or other financial institution; (xv) all Commercial Tort Claims; and (xvi) all accessions to, conveyssubstitutions for and replacements, pledges, assigns and transfers to Beneficiary proceeds (as secured partyincluding Stock Rights), as agent insurance proceeds and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) products of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrumentforegoing, together with (a) all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any collateral assigned, hypothecated General Intangibles at any time evidencing or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise relating to any of the foregoing; provided, includingthe foregoing pledge, without limitationassignment and grant of security interest, all rights in insofar as it concerns any returned or repossessed goods and unpaid seller's rightsEquity Interest of a Foreign Subsidiary, (c) all guarantees, endorsements and indemnifications on, or of, any shall be limited to 66% of the foregoing and outstanding Equity Interests of the direct Foreign Subsidiaries of the Obligors, in each case currently represented by the certificates described on Exhibit E, registered in such Obligor’s name, together with any additional Equity Interests of such Subsidiaries issued hereafter as dividends, splits or otherwise, in respect of such Equity Interests (d) all powers but in no event shall the aggregate of attorney for the execution said Equity Interests pledged hereunder in respect of any evidence Foreign Subsidiary at any time exceed 66% of indebtedness the outstanding Equity Interests of such Subsidiary); provided, further, the amount of the Obligations that will be Secured Obligations secured by the Collateral will be limited to the maximum principal amount permitted to be secured under the Senior Notes without triggering the equal and ratable provisions thereof. On any date, if the Obligations or security any portion thereof which are not then secured by the Collateral may become so secured pursuant to the terms of the Senior Notes without triggering the equal and ratable provisions thereof, such Obligations or portion thereof, as applicable, shall automatically be Secured Obligations in accordance with the terms of the Credit Agreement and the other writing Loan Documents. Notwithstanding anything to the contrary in connection therewith Any and all negotiable instrumentsthis Agreement, promissory notes, acceptances, drafts, checks, certificatesnone of the Excluded Assets shall constitute Collateral.

Grant of Security Interest. To secure the payment Debtor hereby assigns, pledges and performance grants to Lender for its benefit, a continuing security interest in all of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all Debtor’s right, title, claim, estate title and interest in and to all Personalty and Fixtures, other than Excluded Assetsof its assets, whether now owned and existing or hereafter acquired or arisingacquired, and wherever located, including, without limitation, all full and partial interests in the following but expressly excluding in each case any Excluded Assets:(collectively, the “Collateral”): 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assignedall promissory notes payable to the order of Borrower issued by clients of Borrower (“Client Notes”) and all mortgages, hypothecated or held deeds of trust to secure debt and deeds of trust on real or personal property, and contracts for deed and/or installment contracts, and all full or partial interests therein, and all related loan documents, guarantees, security agreements, leases, pledge agreements, assignments of interests, assignments of proceeds, assignments of securities, and all title policies, insurance policies, and security interests related to any of the foregoing and the rights under to receive payment thereon and other agreements and property which secure or relate to any security agreement granting a security interest in receivable or other asset (all such collateral, interests and documents evidencing such interests are referred to herein collectively as the “Client Loan Documents”); (b) all goodsaccounts receivable, receivables, rights to payment, promissory notes, and all guarantees, security agreements, insurance policies, and security interests and the sale of which gave rise rights to any of the foregoingreceive payment thereon, including, without limitation, all rights in any returned or repossessed goods to payment under the Client Notes and unpaid seller's rights, the Client Loan Documents; (c) all guaranteescash on hand, endorsements including, without limitation, cash held in bank accounts, brokerage accounts, certificates of deposit, and indemnifications onother depositories, all accounts receivable owing by any person or ofentity, any of including all such amounts due thereunder, and all security for payment thereof, and in and to all the foregoing proceeds, monies, income, instruments, securities, accounts, benefit, collections, tax refunds, insurance proceeds, and products thereof and thereon and attributable or accruing thereto; (d) all powers equipment, inventory, materials, computer software and records, goods, and other personal property, and all documents and receipts covering such property, and all licenses and permits used or held for use in connection with such property; (e) all patents, trademarks, service marks, copyrights, licenses, and all other intellectual property (collectively, the “Intellectual Property”), and all agreements and contracts regarding the use and exploitation of attorney any of the Intellectual Property and applications therefor; (f) all contract rights and other general intangibles, including, without limitation, all contract and other rights to receive proceeds and reimbursements, and all license agreements; (g) all interests in all subsidiaries, and all capital stock, equity interests, partnership interests, and membership interests and all warrants, options and other rights to purchase any such capital stock, equity interests, partnership interests, and membership interests, in any corporation, partnership, limited liability company or other entity; (h) all books and records (including electronic records, computer disks, tapes, printouts and other storage media) relating to any of the foregoing; and (i) any and all products and proceeds of the foregoing (including, but not limited to, any claim to any item referred to in this definition, and any claim against any third party for loss of, damage to or destruction of any or all of, the Collateral or for proceeds payable under, or unearned premiums with respect to, policies of insurance) in whatever form, including, but not limited to, cash, negotiable instruments and other instruments for the execution payment of money, chattel paper, security agreements and other documents. Debtor shall be deemed to have possession of any evidence of indebtedness the Collateral in transit to it or security set apart for it or other writing in connection therewith Any and all negotiable instrumentsfor any of its agents, promissory notes, acceptances, drafts, checks, certificatesaffiliates or correspondents.

Grant of Security Interest. To secure In furtherance and as confirmation of the Security Interest granted by the Grantor to the Collateral Agent (for its own benefit and the benefit of the other Secured Parties) under the Security Agreement, and as further security for the payment and performance or performance, as the case may be, in full of the Secured Obligations as Obligations, the Grantor hereby ratifies such Security Interest and when due, Trustor grants to the Collateral Agent (as debtor) hereby grants, conveys, pledges, assigns for its own benefit and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee the other Secured Parties) a continuing security interest, in all of the present and the Holdersfuture right, security interests (collectively, the "Security Interest") title and interest of such Grantor in, all rightto and under the following property, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetseach item thereof, whether now owned and or existing or hereafter acquired or arising, together with all products, proceeds, substitutions, and wherever locatedaccessions of or to any of the following property (collectively, the “Copyright Collateral”): (a) All copyrights and like protections in each work of authorship or derivative work thereof, whether registered or unregistered and whether published or unpublished, including without limitation the registrations and applications set forth on Exhibit A attached hereto, and all renewals thereof (collectively, “Copyrights”); (b) All agreements, whether written or oral, providing for the grant by or to any Grantor of any right in respect of any Copyright (collectively, “Licenses”) and all income, royalties, damages and payments now and hereafter due and/or payable under and with respect to the Copyrights, including, without limitation, the following but expressly excluding payments under all Licenses entered into in each case connection therewith and damages and payments for past or future infringements thereof; (c) The right to xxx for past, present and future infringements of any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC Copyrights; and (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 d) All of the UCC (the "Accounts"); 9.1.3. Any and all Grantor’s rights corresponding to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and throughout the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesworld.

Grant of Security Interest. To secure As security for the payment of all Revolving Loans now or hereafter made by Lender to Borrower hereunder or under the Revolving Loan Note, and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative security for the equal payment or other satisfaction of all other Obligations, Borrower hereby grants to the Lender a Lien and ratable benefit of Trustee and the Holders, a security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsthe following property of Borrower, whether now owned and existing or hereafter owned, existing, licensed, leased, consigned, acquired or arising, wherever now or hereafter located (all such property is herein referred to collectively as the “Collateral” (each capitalized term used in this Section 7.01 and wherever locatednot otherwise defined in this Agreement shall have in this Agreement the meaning given to it by the UCC)): (a) The Purchased Receivables, including, without limitation, the following but expressly excluding in each case and any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "other Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account DebtorGoods, including without limitation all such rights constituting or evidenced by any AccountHealth Care Insurance Receivables, General Intangibles, Payment Intangibles, Deposit Accounts, Chattel Paper or Instrument(including Electronic Chattel Paper), Documents, contracts, advices of credit, money, Commercial Tort Claims, Equipment, Inventory, Fixtures and Supporting Obligations, together with (a) any collateral assigned, hypothecated or held all products of and Accessions to secure any of the foregoing and all Proceeds of any of the rights under any security agreement granting a security interest in such collateral, foregoing (including all insurance policies and proceeds thereof); (b) to the extent, if any, not listed in clause (a) above, each and every other item of personal property and fixtures, whether now existing or hereafter arising or acquired, including all goodslicenses, contracts and agreements and all collateral for the sale payment or performance of which gave rise any contract or agreement, together with all products and Proceeds (including all insurance policies and proceeds) or any Accessions to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, ; (c) all guaranteespresent and future business records and information, endorsements including computer tapes and indemnifications onother storage media containing the same, or of, together with all Proceeds of any of the foregoing and foregoing; (d) all powers replacements, substitutions, additions or Accessions to or for any of attorney the foregoing; and (e) all rights of Borrower in, to and under all policies of insurance, including claims of rights to payments thereunder and proceeds therefrom, including credit insurance and business interruption insurance. In furtherance of the foregoing grant of security, upon the request of Lender, Borrower will make proper entries in its books and records, disclosing the above-described grant of a security interest in the Collateral, including the assignment of its accounts to Lender. To the extent any of the Collateral is evidenced by chattel paper, a promissory note, a trade acceptance or any other instrument for the execution payment of any evidence money, unless Lender shall otherwise agree, Borrower will deliver the original of indebtedness or security or other writing in connection therewith Any same to Lender, appropriately endorsed to Lender’s order and, regardless of the form of such endorsement, Borrower hereby expressly waives presentment, demand, notice of dishonor, protest and notice of protest and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesother notices with respect thereto.

Grant of Security Interest. To secure Effective as of the payment Closing Date, the Borrower (and, to the extent it is deemed to hold any interest in the Collateral, VT Inc.) hereby Grants to ALHC, for itself and performance as Closed-End Collateral Agent for the benefit of the Secured Obligations as Parties, all of its rights, title and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") interest in, all right, title, claim, estate to and interest under the following property (in and to all Personalty and Fixtures, other than Excluded Assets, each case whether now owned and or existing or hereafter acquired or arising) (collectively, the “Collateral”): (a) all Closed-End Units; (b) all Closed-End Collections on the Closed-End Units; (c) all Insurance Policies, to the extent covering or otherwise relating to the Closed-End Units; (d) all amounts received on any Closed-End Lease in respect of any Dealer Recourse Right; (e) the Lease Funding Account; (f) the Exchange Note Accounts; (g) the Company Account (and, together with the Lease Funding Account, and wherever located, including, without limitationthe Exchange Note Accounts, the following but expressly excluding “Borrower Accounts”); (h) all funds from time to time on deposit in the Borrower Accounts, together with all certificates and instruments, if any, from time to time evidencing such accounts, and funds on deposit and all investments made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (i) all Hedge Contracts (if any); and (j) all proceeds of the foregoing ; provided, however, that, “Collateral” shall not include any RV Adjustment Funds or Relinquished Vehicle Proceeds. Notwithstanding the foregoing proviso, however, the security interest granted pursuant to this Section 2.1, and the definition of “Collateral,” shall include any Relinquished Vehicle Proceeds deposited into the Lease Funding Account, the Company Account or any Exchange Note Account, in each case any Excluded Assets: 9.1.1in accordance with the terms of the Master Exchange Agreement. Any Such security interest in the Collateral includes all of the rights, powers and all "chattel paper" as such term is defined in Section 9-105(boptions (but none of the obligations) of the UCC (Borrower and VT Inc., in, to and under the "Chattel Paper"); 9.1.2. Any Collateral, including the immediate and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any continuing right to claim for, collect, receive and all rights to payment give receipt for goods sold or leased or services rendered, whether or not earned by performance and all rights payments in respect of the Account DebtorCollateral and all other monies payable under the Collateral, including without limitation all such rights constituting or evidenced by any Accountto give and receive options, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any bring Proceedings in the name of the foregoing Borrower or otherwise, and generally to do and receive anything that the rights Borrower is or may be entitled to do or receive under any the Collateral or with respect to the Collateral. The security agreement granting interest granted by each of WOLT and VT Inc. pursuant to this Section 2.1 shall be deemed to constitute both (1) an initial grant of a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing Collateral and (d2) all powers an amendment and restatement of attorney for (and a continuation of) the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesinterest granted by such Person pursuant to the Existing Back-Up Security Agreement.

Grant of Security Interest. To secure Effective as of the payment Closing Date, the Borrower (and, to the extent it is deemed to hold any interest in the Collateral, VT Inc.) hereby Grants to ALHC, for itself and performance as Closed-End Collateral Agent for the benefit of the Secured Obligations as Parties, all of its rights, title and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") interest in, all right, title, claim, estate to and interest under the following property (in and to all Personalty and Fixtures, other than Excluded Assets, each case whether now owned and or existing or hereafter acquired or arising) (collectively, the "Collateral"): (a) all Closed-End Units; (b) all Closed-End Collections on the Closed-End Units; (c) all Insurance Policies, to the extent covering or otherwise relating to the Closed-End Units; (d) all amounts received on any Closed-End Lease in respect of any Dealer Recourse Right; (e) the Lease Funding Account; (f) the Exchange Note Accounts; (g) the Company Account (and, together with the Lease Funding Account, and wherever located, including, without limitationthe Exchange Note Accounts, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Borrower Accounts"); 9.1.3. Any (h) all funds from time to time on deposit in the Borrower Accounts, together with all certificates and instruments, if any, from time to time evidencing such accounts, and funds on deposit and all rights to payment for goods sold investments made with such funds, all claims thereunder or leased or services renderedin connection therewith, whether or not earned by performance and all rights interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (i) all Hedge Contracts (if any); and (j) all proceeds of the foregoing ; provided, however, that, "Collateral" shall not include any RV Adjustment Funds or Relinquished Vehicle Proceeds. Notwithstanding the foregoing proviso, however, the security interest granted pursuant to this Section 2.1, and the definition of "Collateral," shall include any Relinquished Vehicle Proceeds deposited into the Lease Funding Account, the Company Account or any Exchange Note Account, in each case in accordance with the terms of the Master Exchange Agreement. Such security interest in the Collateral includes all of the rights, powers and options (but none of the obligations) of the Borrower and VT Inc., in, to and under the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the Account DebtorCollateral and all other monies payable under the Collateral, including without limitation all such rights constituting or evidenced by any Accountto give and receive options, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any bring Proceedings in the name of the foregoing Borrower or otherwise, and generally to do and receive anything that the rights Borrower is or may be entitled to do or receive under any the Collateral or with respect to the Collateral. The security agreement granting interest granted by each of WOLT and VT Inc. pursuant to this Section 2.1 shall be deemed to constitute both (1) an initial grant of a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing Collateral and (d2) all powers an amendment and restatement of attorney for (and a continuation of) the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesinterest granted by such Person pursuant to the Existing Back-Up Security Agreement.

Grant of Security Interest. To secure the payment induce Agent and performance of the Secured Obligations as Lenders to accept this Agreement and when dueto make loans to Borrowers from time to time pursuant to its terms, Trustor (as debtor) each Borrower hereby grantsgrants to Agent, conveys, pledges, assigns for itself and transfers to Beneficiary (as secured party), as agent for Lenders and representative for the equal and ratable benefit any Affiliate of Trustee and the HoldersAgent or any Lender, a security interests (collectively, the "Security Interest") interest in, and assigns, mortgages and pledges to Agent, for itself and as agent for Lenders and any Affiliate of Agent or any Lender, all of such Borrower’s right, title, claim, estate title and interest in and to all Personalty and Fixtures, other than Excluded Assetsof such Borrower’s property, whether real or personal, tangible or intangible, now owned and or existing or hereafter acquired or arising, and wherever locatedincluding all of the following, includingin each case, without limitationother than Excluded Collateral (collectively, the following but expressly excluding in each case any Excluded Assets:“Collateral”): 9.1.1. Any (i) all Accounts, Inventory, Equipment, Goods, General Intangibles and Negotiable Collateral; (ii) all investment property, securities and securities accounts and financial assets, as well as all bank and deposit accounts and all "funds on deposit therein; (iii) all chattel paper" as paper (whether tangible or electronic) and contract rights; (iv) all guaranties, collateral, Liens on real or personal property, leases, letters of credit, letter-of-credit rights, supporting obligations, and all other rights, agreements, and property securing or relating to payment of Accounts or any other Collateral; (v) all documents, books and records relating to any Collateral or to such term is defined Borrower’s business; (vi) all other property of such Borrower’s now or hereafter in Section 9-105(b) the possession or control of the UCC Agent, any Lender or any of Agent’s or any Lender’s Affiliates (the "Chattel Paper"including cash, money, credits and balances of such Borrower held by or on deposit with Agent, and Lender or any Affiliate of Agent or any Lender); 9.1.2. Any and (vii) all "accounts" as such term is defined other assets of any Obligor in Section 9-106 which Agent receives a security interest to secure all or part of the UCC (Obligations or which hereafter come into the "Accounts")possession, custody or control of Agent, any Lender or any Affiliate of Agent or any Lender; 9.1.3. Any and (viii) all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of such Borrower’s commercial tort claims listed on (A) Item 20 of the Account DebtorSchedule (which such Borrower represents and warrants is a true, accurate and complete list of all of such Borrower’s commercial tort claims as of the Agreement Date) or (B) any other writing provided to Agent pursuant to Section 7(g); and (ix) all proceeds and products of all of the foregoing in any form, including without limitation amounts payable under any policies of insurance insuring all such rights constituting or evidenced by any Accountof the foregoing against loss or damage, Chattel Paper all parts, accessories, attachments, special tools, additions, replacements, substitutions and accessions to or Instrumentfor all or any of the foregoing, together all condemnation or requisition payments with (a) any collateral assigned, hypothecated respect to all or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to increases and profits received from all or any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates.

Grant of Security Interest. To secure the payment Obligations described in Paragraph 2, Assignor hereby assigns, pledges and performance grants to Lender, as a secured party and a secured creditor under the Uniform Commercial Code of New York, in effect from time to time (the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party"UCC"), as agent a security interest in and representative for to the equal and ratable benefit of Trustee and the Holders, security interests following (collectively, the "Security InterestCollateral"): (a) in, together with all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitationvoting rights thereto, the following but expressly excluding shares of the common stock of the Issuers as evidenced by the Certificates set forth on Schedule I attached hereto (collectively, the "Certificates"), together with any Stock of any Issuer delivered to Lender pursuant to Section 4(b) hereof or otherwise in each case the possession of Lender and any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) other shares of the UCC capital stock of any Issuer hereafter owned or acquired by Assignor by reason of a stock dividend or a sale or other transfer of the capital stock of Borrower by Assignor, as a result of or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off, together with all substitutions or replacements of any of the foregoing (together with any other stock in any Issuer required to be pledged and delivered hereunder being collectively referred to herein as the "Chattel PaperStock"); 9.1.2. Any (b) the Certificates and any and all "accounts" as such term is defined other certificates now or hereinafter in Section 9-106 the possession of Assignor or Lender evidencing the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or InstrumentStock, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, stock powers therefor; (c) all guaranteespayments, endorsements income and indemnifications ondividends (whether in cash, stock or ofother property), liquidating dividends, stock warrants, stock options, stock rights, subscription rights, securities of any Issuer or any other distributions of any other property which Assignor is now or may hereafter be entitled to receive on account of the Stock (collectively, the "Distributions"); and (d) any and all products and proceeds of any kind of any and all of the foregoing and (d) all powers of attorney for Collateral, including the execution proceeds of any evidence of indebtedness insurance thereon, now or security hereafter owned or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesacquired by Assignor.

Grant of Security Interest. To In order to secure payment when due of all Obligations now existing or hereafter incurred, Guarantors hereby irrevocably grant to Lender a first and prior security interest in the payment and performance following property of the Secured Obligations as and when due, Trustor Guarantors (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security InterestCollateral") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets), whether now owned and or existing, or hereafter acquired, owned, existing or hereafter acquired arising (whether by contract or arisingoperation of law), and wherever located, which shall be retained by Lender, until the Obligations have been paid in full and the Loan Agreement has been terminated. (i) All accounts (including inter-company receivables), contract rights, chattel paper and rights of payment of every kind (collectively, "Accounts") and instruments and general intangibles of Guarantor. (ii) All bank accounts of Guarantor. (iii) All monies and property of any kind of Guarantor, now or hereafter, in the possession or under the control of Lender, Agent or a bailee of Lender. (iv) All licenses, patents, patent applications, copyrights, trademarks, trademark applications, trade names, assumed names, service marks and service xxxx applications and other intellectual property of Guarantor. (v) All inventory, equipment (including any and all computer hardware and components), machinery and fixtures of Guarantor in all forms and wherever located, and all parts and products thereof, all accessories thereto, and all documents therefor. (vi) All books and records (including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any customer lists, credit files, tapes, ledger cards, computer software and all "chattel paper" as such term is defined in Section 9-105(bhardware, electronic data processing software, computer programs, printouts and other computer materials and records) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold Guarantor evidencing or leased containing information regarding or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise otherwise pertaining to any of the foregoing. (vii) All accessories to, substitutions for and all replacements, products and proceeds of the foregoing including, without limitation, all rights in any returned or repossessed goods proceeds of insurance policies insuring the Collateral (including, but not limited to, claims paid and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatespremium refunds).

Grant of Security Interest. To In order to secure the payment and performance of the Secured Obligations as from time to time outstanding according to their tenor and when dueeffect and to secure the performance and observance by the Grantor of Payment of all the agreements, Trustor (as debtor) hereby grants, conveys, pledges, assigns covenants and transfers to Beneficiary (as secured party), as agent provisions contained herein and representative in the other Loan Documents for the equal and ratable benefit of Trustee the Secured Parties, and in consideration of the Holderspremises and of the covenants herein contained, security interests (collectivelyand for other good and valuable consideration the receipt and adequacy thereof are hereby acknowledged, the "Grantor has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Security Trustee, its successors and assigns, for the security and benefit of the Secured Parties, a security interest (and, in the case of each Engine, an International Interest") in, in all right, title and interest of the Grantor in, to and under the following described property, rights and privileges, whether now owned or hereafter acquired (which, collectively, together with all property hereafter specifically subject to the Lien of this Mortgage by the terms hereof or any supplement hereto, are included within, and are referred to as, the “Collateral”), to wit: (1) Each Engine, each of which is a jet propulsion aircraft engine with at least 1750 lbs of thrust or its equivalent (such Engine being more particularly described in each applicable Mortgage Supplement executed and delivered by the Grantor as provided herein) as the same is now and will hereafter be constituted, and whether or not any such Engine shall be installed in or attached to an airframe, together with (a) all Parts of whatever nature, which are from time to time included within the definition of “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts) and (b) all Engine Documents; (2) Any continuing rights of the Grantor (to the extent the Grantor may assign or otherwise xxxxx x Xxxx on them without the consent of any other Person) in respect of any warranty, indemnity or agreement, express or implied, as to title, claimmaterials, estate workmanship, design or patent infringement with respect to such Engines (reserving in each case to the Grantor, however, all of the Grantor’s other rights and interest in and to such warranty, indemnity or agreement) together in each case under this clause (3) with all Personalty rights, powers, privileges, options and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever locatedbenefits of the Grantor thereunder (subject to such reservation) with respect to such Engines, including, without limitation, the following but expressly excluding in each case right to make all waivers and agreements, to give and receive all notices and other instruments or communications, to take such action upon the occurrence of a default thereunder, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted thereby or by law, and to do any Excluded Assets: 9.1.1. Any and all "chattel paper" as other things which the Grantor is or may be entitled to do thereunder (subject to such term is defined in Section 9-105(breservation) of the UCC (the "Chattel Paper"“Warranty Rights”); 9.1.2. Any (3) All proceeds with respect to the requisition of title to or use of any Engine by any Governmental Authority or from the sale or other disposition of any Engine or other property described in any of these Granting Clauses by the Security Trustee pursuant to the terms of this Mortgage, and all "accounts" as such term is defined in Section 9-106 of the UCC insurance proceeds with respect to any Engine or part thereof (the "Accounts"“Requisition, Disposition and Insurance Proceeds”); 9.1.3. Any (4) All monies and securities from time to time deposited or required to be deposited with the Security Trustee by or for the account of the Grantor pursuant to any terms of this Mortgage held or required to be held by the Security Trustee hereunder, including any cash, Cash Equivalents, and earnings thereon, and any other financial assets held in the Administrative Agent Account, and all security entitlements with respect thereto (“Cash Collateral”); (5) All recognition of rights to payment for goods sold agreements and title recognition agreements from airframe owners, or leased or services renderedsimilar protections, whether or not earned by performance and all rights in respect of any Engine (“Title Rights”); (6) All rights under the Account DebtorAcquisition Agreement in respect of any Engine (“Acquisition Rights”); and (7) All proceeds of the foregoing. PROVIDED, including without limitation all such rights constituting or evidenced by any AccountHOWEVER, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure that notwithstanding any of the foregoing provisions, so long as no Event of Default shall have occurred and be continuing, (a) each of the Security Trustee and the rights other Secured Parties shall not (and shall not permit any of its Affiliates or other Person claiming by, through or under it to) take or cause to be taken any security agreement granting a security interest action contrary to the Grantor’s right to quiet enjoyment of the Engines, and to possess, use, retain and control the Engines and all revenues, income and profits derived therefrom without hindrance. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Security Trustee, and its successors and assigns, for the uses and purposes and in such collateralall cases and as to all property specified in paragraphs (1) through (6) inclusive above, (b) all goodssubject to the terms and provisions set forth in this Mortgage. It is expressly agreed that anything herein contained to the contrary notwithstanding, the sale of Grantor shall remain liable under the Pledged Agreements to which gave rise it is a party to any perform all of the foregoingobligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Secured Parties shall have no obligation or liability under the Pledged Agreements by reason of or arising out of the assignment hereunder, nor shall the Secured Parties be required or obligated in any manner to perform or fulfill any obligations of the Grantor under or pursuant to the Pledged Agreements, or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Grantor does hereby designate the Security Trustee, upon the occurrence and during the continuance of an Event of Default, the true and lawful attorney of the Grantor, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Grantor or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Pledged Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Security Trustee may reasonably deem to be necessary in the premises; provided that the Security Trustee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default. The Grantor agrees that at any time and from time to time, upon the written request of the Security Trustee, the Grantor will promptly and duly execute and deliver, or cause to be duly executed and delivered, any and all such further instruments and documents (including, without limitation, all rights in any returned U.C.C. continuation statements) as the Security Trustee may reasonably deem necessary to perfect, preserve or repossessed goods protect the mortgage, security interests and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, assignments created or of, any intended to be created hereby or to obtain for the Security Trustee the full benefits of the foregoing assignment hereunder and (d) all of the rights and powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesherein granted.

Grant of Security Interest. To secure (a) This Agreement constitutes a security agreement and the payment and performance of Advances effected hereby constitute secured loans by the Secured Obligations as and when dueapplicable Lenders to the Borrower under Applicable Law. For such purpose, Trustor (as debtor) the Borrower hereby grantstransfers, conveys, pledges, assigns and transfers grants as of the Effective Date to Beneficiary (as secured party)the Administrative Agent, as agent and representative for the equal Secured Parties, a lien and ratable benefit continuing security interest in all of Trustee the Borrower’s right, title and the Holders, security interests (collectively, the "Security Interest") interest in, all right, title, claim, estate to and interest under (in and to all Personalty and Fixtures, other than Excluded Assetseach case, whether now owned and existing or existing, or hereafter acquired or arising) all Accounts, Cash, General Intangibles, Instruments and Investment Property and any and all other property of any type or nature owned by it (the “Collateral”), including but not limited to: (i) all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities; (ii) the Accounts and all Cash and Financial Assets credited thereto and all income from the investment of funds therein; (iii) all Transaction Documents to which the Borrower is a party; (iv) all funds delivered to the Collateral Custodian (directly or through a bailee); (v) all Collections, rights in Underlying Assets and Underlying Instruments, Insurance Policies, all Required Loan Documents and related records and assets; and (vi) all accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Borrower described in the preceding clauses; in each case, whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located, includingto secure the prompt, without limitationcomplete and indefeasible payment and performance in full when due, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) whether by lapse of time, acceleration or otherwise, of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 Obligations of the UCC (the "Accounts"); 9.1.3. Any Borrower arising in connection with this Agreement and all rights to payment for goods sold or leased or services renderedeach other Transaction Document, whether now or not earned by performance and all rights in respect of the Account Debtorhereafter existing, due or to become due, direct or indirect, or absolute or contingent, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure Obligations. Notwithstanding any of the foregoing and the rights under any security agreement granting other provisions set forth in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any Excluded Amounts, (B) any amounts received by the Borrower from an Obligor following the sale of the related Loan by the Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such collateralLoan, and (C) any property to the extent that such grant of a security interest is prohibited by any Applicable Law not in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law, provided that (x) immediately at such time as the prohibition shall no longer be applicable, such security interest shall attach immediately to such assets and (y) the Collateral includes any Proceeds of any such assets. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Each of the Administrative Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such agreement. The expenses of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at the rate per annum applicable to Advances, shall be payable by the Borrower to the Administrative Agent on demand and shall constitute Obligations secured hereby. (b) all goods, The grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation or an assumption by the sale of which gave rise to Administrative Agent or any of the foregoingother Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, including(i) the Borrower shall remain liable under any applicable Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, without limitation(ii) the exercise by the Administrative Agent, all as agent for the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any returned of its duties or repossessed goods obligations under any applicable Collateral, and unpaid seller's rights(iii) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, (c) all guarantees, endorsements and indemnifications on, nor shall the Administrative Agent or of, any other Secured Party be obligated to perform any of the foregoing and (d) all powers obligations or duties of attorney the Borrower thereunder or to take any action to collect or enforce any claim for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatespayment assigned hereunder.

Grant of Security Interest. To secure (a) As collateral security for the prompt and complete payment and performance of the Secured Obligations as Obligations, each of Borrower and when due, Trustor (as debtor) each other Corporate Credit Party executing this Agreement hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Lender a security interests (collectively, the "Security Interest") interest in, hypothec on and Lien upon all of its personal property and assets, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, claimor interest, estate including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and interest in deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Shares and Investment Property; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all Intangibles; and to the extent not otherwise included, all Personalty Proceeds and Fixtures, other than Excluded Assets, whether now owned products of all and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under all collateral security and guarantees given by any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to Lender or in respect of which Lender may acquire any Lien pursuant to each other Loan Document, collectively, the “Collateral”). (b) Borrower, Lender and each other Corporate Credit Party executing this Agreement agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favour of Lender. Borrower and each other Corporate Credit Party executing this Agreement represents, warrants and promises to Lender that: (i) Borrower and each other Corporate Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to gxxxx x Xxxx pursuant to the Loan Documents, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Encumbrances; (ii) the security interests and Liens granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule (6.1) (which, in the case of all filings and other documents referred to in said Disclosure Schedule, have been delivered to Lender in duly executed form, where applicable) will constitute valid perfected security interests and Liens in all of the Collateral in favour of Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Corporate Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests and Liens are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) no effective security agreement, equivalent security or Lien covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Encumbrances. Borrower and each other Corporate Credit Party executing this Agreement promise to defend the right, title and interest of Lender in and to the Collateral against the claims and demands of all Persons whomsoever, and each shall take such actions, including: (x) the prompt delivery of all original Instruments, without limitationChattel Paper and certificated Shares owned by Borrower and each other Corporate Credit Party granting a Lien on Collateral to Lender; (y) notification of Lender’s interest in Collateral at Lender’s request; and (z) the institution of litigation against third parties as shall be prudent in order to protect and preserve each Corporate Credit Party’s and Lender’s respective and several interests in the Collateral. Upon Lender’s request, Borrower (and any other Corporate Credit Party granting a Lien on Collateral) shall mxxx its Books and Records pertaining to the Collateral to evidence the Loan Documents and the Liens granted under the Loan Documents. Upon Lender’s request, all rights in any returned Chattel Paper shall be marked with the following legend: “This writing and the obligations evidenced or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any secured hereby are subject to the security interest of the foregoing and (d) all powers Royal Bank of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesCanada”.

Grant of Security Interest. To secure The Grantor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers to the payment Collateral Trustee, for its benefit and performance the ratable benefit of each of the Secured Obligations as Parties, and when duehereby grants to the Collateral Trustee, Trustor (as debtor) hereby grants, conveys, pledges, assigns for its benefit and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and each of the Holdersother Secured Parties, a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsof the Grantor’s following property, whether now owned and existing or hereafter existing, owned or acquired or arisingby the Grantor, and wherever located, including, without limitation(collectively, the following but expressly excluding “Collateral”): (a) all equipment in each case any Excluded Assets: 9.1.1. Any all of its forms of the Grantor, wherever located, and all "chattel paper" as such term is defined in Section 9-105(b) machinery, apparatus, installation facilities, flow line networks and process facilities, including all pumps, pipelines, gathering systems, headers, separators, tanks, regulators, compressors, valves and associated equipment, related to the Grand Isle Gathering System, and other tangible personal property, and all parts thereof and all accessions, additions, attachments, improvements, substitutions, replacements and proceeds thereto and therefor (any and all of the UCC (foregoing being the "Chattel Paper"“Equipment”); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"b) (reserved); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guaranteescontracts and contract rights of the Grantor used or useful in connection with the Equipment, endorsements and indemnifications onall rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases, agreements and other contracts securing or ofotherwise relating to any such contracts and contract rights; (d) all Intellectual Property Collateral of the Grantor used or useful in connection with the Equipment; (e) all books, correspondence, credit files, records, invoices, tapes, cards, computer runs, writings, data bases, information in all forms, paper and documents and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1; (f) all governmental approvals, permits, licenses, authorizations, consents, rulings, tariffs, rates, certifications, waivers, exemptions, filings, claims, orders, judgments and decrees used or useful in connection with the Equipment (each a “Governmental Approval”), to the extent a security interest may be granted therein; provided that any Governmental Approval that by its terms or by operation of law would be void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder is expressly excepted and excluded from the Liens and terms of this Security Agreement, including the grant of security interest in this Section 2.1; (g) (reserved); (h) to the extent not included in the foregoing, all fixtures and supporting obligations used or useful in connection with the Equipment; (i) (reserved); and (j) all accessions, substitutions, replacements, products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a), (c), (d), (e), (f) and (d) h), and to the extent not otherwise included, all powers payments and proceeds under insurance (whether or not the Collateral Trustee is the loss payee thereof), or any condemnation award, indemnity, warranty or guaranty, payable by reason of attorney for loss or damage to or otherwise with respect to any of the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesCollateral).

Grant of Security Interest. To secure a. As collateral security for the prompt and complete payment and or performance when due (whether at stated maturity, acceleration or otherwise), as the case may be, in full of the Secured Obligations as and when dueObligations, Trustor (as debtor) each Grantor hereby grants, conveys, pledges, assigns collaterally assigns, mortgages, transfers and transfers grants to Beneficiary (as secured party)the Grantee, as agent its successors and representative permitted assigns, on behalf of and for the equal and ratable benefit of Trustee the Secured Parties, a continuing security interest in all of such Xxxxxxx’s right, title and the Holders, security interests (collectively, the "Security Interest") interest in, to and under (i) the Patents; (ii) all rightinventions and improvements described and claimed therein; (iii) all reissues, titledivisions, claimcontinuations, estate renewals, extensions, and interest in continuations-in-part thereof; (iv) all Proceeds and to products of the foregoing; (v) all Personalty income, royalties, damages, claims, and Fixtures, other than Excluded Assets, whether payments now owned and existing or hereafter acquired due or arising, payable under and wherever locatedwith respect thereto, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any damages and all "chattel paper" as such term is defined in Section 9-105(bpayments for past and future infringement or other violation thereof; (vi) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment sue for goods sold past, present, and future infringement or leased or services renderedother violation thereof, whether or not earned by performance including the right to settle suits involving claims and demands for royalties owing; and (vii) all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise corresponding to any of the foregoing. b. This Agreement has been granted in conjunction with the security interest granted to the Grantee under the Security Agreement. The rights, includingprotections, without limitationpowers, immunities, indemnities and remedies of the Grantee with respect to the security interest granted herein shall be as afforded to it as Collateral Trustee under the Security Agreement, all rights in terms and provisions of which are incorporated herein by reference. In the event that any returned or repossessed goods and unpaid seller's rightsprovisions of this Agreement are deemed to conflict with the Security Agreement, (c) all guarantees, endorsements and indemnifications on, or of, any the provisions of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesSecurity Agreement shall govern.

Grant of Security Interest. To secure (a) As collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all of the Obligations for which it is responsible and to induce the Lenders to make the Loans and the Issuer to issue the Letters of Credit pursuant to the Amended and Restated Credit Agreement, each Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Agent, on behalf and for the ratable benefit of the Secured Obligations as Parties, and when duehereby grants to the Agent, Trustor (as debtor) hereby grants, conveys, pledges, assigns on behalf and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the HoldersSecured Parties, a security interests (collectively, the "Security Interest") interest in, all of such Grantor's right, title, claim, estate title and interest in in, to and under the following (all of which being hereinafter collectively called the "Collateral"): (i) all Accounts; (ii) all Inventory; (iii) all General Intangibles that relate to Inventory; (iv) all of the rights (but none of the obligations) of each of the Borrower and Chargit under (x) the Purchase Agreement between the Borrower and Chargit, (y) the Purchase Agreement between Chargit and The El-Bee Receivables Corporation, each dated as of December 30, 1997, and (z) each of the other Securitization Documents, as each such Purchase Agreement or other Securitization Document may be amended, supplemented or otherwise modified from time to time, and including any and all extensions, renewals, replacements and substitutions of either such Purchase Agreement or other Securitization Document; (v) all Chattel Paper, all Contracts and any and all claims of a Grantor for damages arising out of or for breach of or a default under any Contract and the right of a Grantor to perform or to compel performance under any Contract and to exercise all Personalty remedies thereunder, all Documents, all Equipment, all General Intangibles (in addition to all General Intangibles in subsection (iii) above), all Instruments, all other goods and Fixtures, other than Excluded Assets, personal property of a Grantor whether tangible or intangible or whether now owned and existing or hereafter acquired or arising, by a Grantor and wherever located, includingexcluding, without limitationhowever, any Accounts and related property sold pursuant to the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" Securitization Documents (as such term is defined in Section 9-105(bthe Amended and Restated Credit Agreement); and (vi) to the extent not otherwise included, all Proceeds of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any each of the foregoing and the rights under any security agreement granting a security interest in such collateralall accessions to, (b) all goodssubstitutions and replacements for, the sale of which gave rise to any and rents, profits and products of, each of the foregoing, including, without limitation, all rights Proceeds in any returned or repossessed goods the form of Accounts, Chattel Paper, Contracts, Documents, Equipment, General Intangibles, Instruments and unpaid seller's rightsInvestment Property. PROVIDED, HOWEVER, that the property described in clause (cv) all guaranteesabove shall constitute Collateral only as long as the Over-Advance Amount is greater than zero, endorsements and indemnifications on, or of, any upon the reduction of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesOver-Advance

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative As collateral security for the equal and ratable benefit prompt payment in full when due of Trustee all the Company's obligations to the Agents, the Lenders, the Collateral Administrator and the Holders, security interests Intermediary (collectively, the "Security InterestSecured Parties") under this Agreement (collectively, the "Secured Obligations"), the Company hereby pledges, assigns, hypothecates, charges, mortgages, delivers and transfers the Collateral to the Collateral Agent, including a continuing security interest in favor of the Collateral Agent in all of the Company's right, title and interest in, all right, title, claim, estate to and interest under (in and to all Personalty and Fixtures, other than Excluded Assetseach case, whether now owned and existing or existing, or hereafter acquired or arising) all accounts, payment intangibles, general intangibles, chattel paper, electronic chattel paper, instruments, deposit accounts, letter-of-credit rights, investment property, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(bother property of any type or nature owned by it (other than the Excluded Permitted Distribution Account and all investments, obligations and other property from time to time credited thereto) (all of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined property described in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with this clause (a) any collateral assignedbeing collectively referred to herein as "Collateral"), hypothecated or held including: (1) each Portfolio Investment, (2) the Collateral Accounts and the Permitted Non-USD Currency Accounts and all investments, obligations and other property from time to secure any time credited thereto, (3) all rights of the foregoing Company under the Master Contribution Agreement and the rights under any security agreement granting a security interest in such collateralMaster Assignment Agreement, (b4) all goodsother property of the Company (other than (x) the Excluded Permitted Distribution Account and all investments, obligations and other property from time to time credited thereto and (y) all rights of the sale of which gave rise Company under the Sourcing Agreement) and (5) all proceeds thereof, all accessions to and substitutions and replacements for, any of the foregoing, includingand all rents, without limitationprofits and products of any thereof; provided, however, the Company shall pledge 65% of all rights in classes of equity interests entitled to vote and 100% of all non-voting equity interests of any returned first-tier Foreign Subsidiary that is a CFC or repossessed goods any first-tier Foreign Holdco and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or ofshall not be required to pledge any other equity interests of a CFC, any Foreign Holdco or any Subsidiary of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesa CFC.

Grant of Security Interest. To secure As continuing security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all L/C Obligations of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers Account Party to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectivelyIssuing Bank under this Agreement, the "Security Interest") inAccount Party hereby pledges and assigns to the Issuing Bank, its successors and assigns, and hereby grants to the Issuing Bank, its successors and assigns, a first priority security interest in all right, title, claim, estate and title or interest in and or to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any following: the Reimbursement Agreement; the L/C Collateral Account and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and amounts on deposit therein, all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and financial assets credited thereto, all rights to payment for goods sold renew or leased withdraw the same, all certificates and instruments, if any, from time to time representing or services rendered, whether or not earned by performance evidencing the L/C Collateral Account; all Permitted Deposit Investments purchased with funds on deposit in the L/C Collateral Account; and all rights in respect products and proceeds of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, includingin each case, now owned or at any time hereafter acquired by the Account Party or in which the Account Party now has or at any time in the future may acquire any right, title or interest (all of the foregoing, collectively, the “Collateral”). The Account Party agrees that if it shall fail to pay to the Issuing Bank any amount payable under this Agreement when due, the Issuing Bank may at any time and from time to time, without limitationnotice to the Account Party (any such notice being expressly waived by the Account Party), instruct the Deposit Bank to distribute to the Issuing Bank any and all amounts on deposit in or credited to the L/C Collateral Account, together with all Permitted Deposit Investments purchased with funds on deposit in the L/C Collateral Account, against, and/or continue to hold such amounts on deposit as security for, the payment of any and all L/C Obligations of the Account Party under this Agreement and each other Loan Document as the same may become due, all rights as the Issuing Bank may elect in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesits sole discretion. The Account

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as and when due, Trustor (as debtor) Borrower hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Lender a security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixturesthe following personal property of Borrower, other than Excluded Assetswherever located, whether now owned and or existing or hereafter acquired or arisingcreated (the “Collateral”): a. All inventory, all proceeds and products thereof and all additions and accessions to, replacements of, insurance or condemnation proceeds of, and wherever locateddocuments covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the “Inventory”). b. All accounts and all proceeds thereof (collectively, the “Accounts”). c. All equipment and goods, all motor vehicles, all proceeds and products of the foregoing and all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the “Equipment”). d. All general intangibles and all documentation and supporting information related thereto, all rents, profits and issues thereof, and all proceeds thereof. e. All of the following (collectively, the “Financial Obligations Collateral”): i. Any and all promissory notes and instruments payable to or owing to Borrower or held by Borrower; ii. Any and all leases under which Borrower is the lessor; iii. Any and all chattel paper in favor of, owing to, or held by Borrower, including, without limitation, any and all conditional sale contracts or other sales agreements, whether Borrower is the following but expressly excluding in each case any Excluded Assets:original party or the assignee; 9.1.1iv. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any security agreements, collateral and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights titles to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to motor vehicles which secure any of the foregoing obligations; and v. All amendments, modifications, renewals, extensions, replacements, additions, and accessions to the rights under foregoing and all proceeds thereof. f. All deposit accounts, including without limitation, all interest, dividends or distributions accrued or to accrue thereon, whether or not due, and all proceeds thereof. g. All investment property, all interest, dividends or distributions accrued or to accrue thereon, whether or not due, and all proceeds thereof. h. All documents, all amendments, modifications, renewals, extensions, replacements, additions, and accessions thereto, and all proceeds thereof. i. All letter-of-credit rights, all amendments, modifications, renewals, extensions, replacements, additions, and accessions thereto, and all proceeds thereof. j. All supporting obligations, all amendments, modifications, renewals, extensions, replacements, additions, and accessions thereto, and all proceeds thereof. Notwithstanding the foregoing, the Collateral shall not include (x) any Intellectual Property (as defined in the “Loan Agreement”), (y) any Account, Chattel Paper, General Intangible or promissory note in which Borrower has any right, title or interest if and to the extent such Account, Chattel Paper, General Intangible or promissory note includes a provision containing a restriction on assignment such that the creation of a security agreement granting interest in the right, title or interest of Borrower therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such Account, Chattel Paper, General Intangible or promissory note to enforce any remedy with respect thereto; provided that the foregoing exclusion shall not apply if (i) such prohibition has been waived or such other person has otherwise consented to the creation hereunder of a security interest in such collateralAccount, Chattel Paper, General Intangible or promissory note or (bii) all goodssuch prohibition would be rendered ineffective pursuant to Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including Title XI of the United States Code) or principles or equity); provided further that immediately upon the ineffectiveness, lapse or termination of any such provision, the sale Collateral shall include, and Borrower shall be deemed to have granted on the date hereof a security interest in, all its rights, title and interest in and to such Account, Chattel Paper, General Intangible or promissory note as if such provision had never been in effect; and provided further that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Lender’s unconditional continuing security interest in and to all rights, title and interests of which gave rise Borrower in or to any payment obligations or other rights to receive monies due or to become due under any such Account, Chattel Paper, General Intangible or promissory note and in any monies and other proceeds of such Account, Chattel Paper, General Intangible or promissory note; or (z) more than 66% of the foregoing, including, without limitation, total combined voting power of all rights in classes of stock entitled to vote the shares of capital stock of any returned subsidiary of Borrower not incorporated or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any organized under the laws of one of the foregoing States or jurisdictions of the United States. Borrower and (d) Lender acknowledge their mutual intent that all powers security interests contemplated herein are given as a contemporaneous exchange for new value to Borrower, regardless of attorney for when advances to Borrower are actually made or when the execution of any evidence of indebtedness Collateral is created or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesacquired.

Grant of Security Interest. To secure the payment and performance of all Obligations, each Borrower hereby grants to Agent, for itself and the Secured Obligations as benefit of Lenders, a continuing security interest in, a lien upon, and when duea right of set off against, Trustor (as debtor) and hereby grantsassigns to Agent, conveys, pledges, assigns for itself and transfers to Beneficiary (as secured party)the benefit of Lenders, as agent security, all personal property, and representative interests in personal property, of each Borrower, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the equal and ratable benefit of Trustee and the HoldersObligations at any time granted to or held or acquired by Agent or any Lender, security interests (collectively, the "Security InterestCollateral") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located), including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, all Accounts; (b) all goods, the sale of which gave rise to any of the foregoinggeneral intangibles, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, Intellectual Property; (c) all guaranteesInventory; (d) all chattel paper, endorsements including, without limitation, all tangible and indemnifications onelectronic chattel paper, in each case arising in connection with or related to, or constituting identifiable proceeds of, any of the foregoing and Accounts, Inventory or other Collateral; (de) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, including, without limitation, all promissory notes, acceptancesin each case arising in connection with or related to, or constituting identifiable proceeds of, any of the Accounts, Inventory or other Collateral; (f) all documents and all credit card sales drafts, checkscredit card sales slips or charge slips or receipts and other forms of store receipts, certificatesin each case arising in connection with or related to, or constituting identifiable proceeds of, any of the Accounts, Inventory or other Collateral; (g) all deposit accounts, excluding deposit accounts maintained by Borrowers for the receipt of funds remitted by Borrowers' employees in connection with such employees' purchase of shares of Stein Mart's Capital Stock pursuant to Borrowers' existing employee xxxxx option plan and existing employee stock purchase plan; (h) all letters of credit, banker's acceptances and similar instruments and including all letter-of-credit rights, in each case arising in connection with or related to, or constituting identifiable proceeds of, any of the Accounts, Inventory or other Collateral; (i) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors; (j) all (i) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (ii) monies, credit balances, deposits and other property of any Borrower now or hereafter held or received by or in transit to Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of any Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (k) all commercial tort claims arising in connection with or related to, or constituting proceeds of, any of the Accounts, Inventory or other Collateral; (l) all Records arising in connection with, evidencing and/or in manner relating to the Collateral; (m) to the extent not otherwise described above, all Receivables; and (n) all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral.

Grant of Security Interest. To secure In furtherance and as confirmation of the Security Interest granted by the Grantors to the Collateral Agent (for its own benefit and the benefit of the other Secured Parties) under the Security Agreement and the Intellectual Property Security Agreement, and as further security for the payment and performance or performance, as the case may be, in full of the Secured Obligations as Obligations, each of the Grantors hereby ratifies such Security Interest and when due, Trustor grants to the Collateral Agent (as debtor) hereby grants, conveys, pledges, assigns for its own benefit and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee the other Secured Parties) a continuing security interest, in all of the present and the Holdersfuture right, security interests (collectively, the "Security Interest") title and interest of such Grantor in, all rightto and under the following property, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetseach item thereof, whether now owned and or existing or hereafter acquired or arising, together with all products, proceeds, substitutions, and wherever locatedaccessions of or to any of the following property (collectively, the “Copyright Collateral”): (a) All copyrights and like protections in each work of authorship or derivative work thereof, whether registered or unregistered and whether published or unpublished, including without limitation the registrations and applications set forth on Exhibit A attached hereto, and all renewals thereof (collectively, “Copyrights”); (b) All agreements, whether written or oral, providing for the grant by or to any Grantor of any right in respect of any Copyright (collectively, “Licenses”) and all income, royalties, damages and payments now and hereafter due and/or payable under and with respect to the Copyrights, including, without limitation, the following but expressly excluding payments under all Licenses entered into in each case connection therewith and damages and payments for past or future infringements thereof; (c) The right to xxx for past, present and future infringements of any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC Copyrights; and (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 d) All of the UCC (the "Accounts"); 9.1.3. Any and all Grantors’ rights corresponding to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and throughout the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesworld.

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as and when due, Trustor (as debtor) Grantor hereby grants, conveysassigns, pledges, assigns hypothecates, charges, mortgages, delivers and transfers to Beneficiary (as secured party)Secured Party and hereby grants to Secured Party a continuing security interest in all of the following property of Grantor, as agent whether tangible or intangible, whether now or hereafter existing, owned or acquired by Grantor, and representative for the equal and ratable benefit of Trustee and the Holders, security interests wherever located (collectively, the "Security Interest"“Collateral”): (a) inall Equity Interests of each Applicable Subsidiary owned by Grantor, all rightincluding the Equity Interests described in Schedule 2 hereto (as such Schedule is amended or supplemented from time to time), title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" case, regardless of whether characterized as such term is defined in Section 9-105(b) of investment property under the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or InstrumentUCC, together with (ai) all Dividends and Distributions payable in respect of all such Equity Interests and (ii) all warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any collateral assignedor all of such Equity Interests and any other warrant, hypothecated right or held option to secure acquire any of the foregoing and the rights under any security agreement granting a security interest in such collateral, foregoing; (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, Deposit Accounts listed on Schedule 1 hereto; (c) all guaranteesamounts required to be paid over to Secured Party to be held as Collateral pursuant to this Pledge Agreement; (d) all certificates, endorsements agreements (including stockholders agreements, partnership agreements, operating agreements and indemnifications onlimited liability company agreements), books, records, writings, data bases, information and other property relating to, used or ofuseful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing and Collateral; and (de) all powers products, issues, profits, returns, income, supporting obligations and proceeds of attorney for the execution of and from any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instrumentsof the foregoing Collateral (including, promissory notesto the extent not otherwise included, acceptancesall payments under insurance (whether or not Secured Party is the loss payee thereof), draftsor any indemnity, checkswarranty or guaranty, certificatespayable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).

Grant of Security Interest. To secure the prompt and complete payment and performance of the all Secured Obligations as and when dueObligations, Trustor (as debtor) each Grantor hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party)the Collateral Agent, as agent on behalf of and representative for the equal and ratable benefit of Trustee the Secured Parties, a security interest in all of its right, title and the Holders, security interests (collectively, the "Security Interest") interest in, to and under all right, title, claim, estate of the following property and interest in and to all Personalty and Fixtures, other than Excluded Assetsassets, whether now owned and existing by or owing to, or hereafter acquired by or arisingarising in favor of, such Grantor, and wherever locatedregardless of where located (all of which are collectively referred to as the “Collateral”): all Accounts; all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); all Intellectual Property; all Documents; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights and Supporting Obligations; all Deposit Accounts and Securities Accounts; all Commercial Tort Claims as specified from time to time in Schedule 6 of the Perfection Certificate; all information contained in books, records, files, correspondence, computer programs, tapes, disks and related data processing software of such Grantor identifying or pertaining to any of the foregoing or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof; and any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing in whatever form, including cash, negotiable instruments and other instruments for the payment of money, Chattel Paper, security agreements and other documents. Notwithstanding the foregoing or anything to the contrary in this Security Agreement (including, without limitation, Schedule I to this Security Agreement) or any other Indenture Document, in no event shall the following but expressly excluding “Collateral” (or any defined term used in each case the definition thereof) include, or the security interest granted hereunder attach to, any Excluded Assets: 9.1.1. Any Property; provided, further, that if and all "chattel paper" as such term when any property or asset that is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold owned or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced held by any AccountGrantor that was an Excluded Property shall cease to be an Excluded Property, Chattel Paper such property or Instrumentasset shall be deemed at all times from and after the date thereof to constitute Collateral; and provided, together with (a) further, that if and when any collateral assigned, hypothecated property or asset that is owned or held by any Grantor that was not an Excluded Property shall become an Excluded Property, such property or asset shall be deemed at all times from and after the date thereof to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesnot constitute Collateral.

Grant of Security Interest. To secure the payment and performance in full of all of the Secured Obligations as indebtedness, obligations, liabilities and when undertakings of the GameSquare Parties to the Holder, of any kind or description, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, Trustor voluntary or involuntary, now existing or hereafter arising (as debtor) hereby grantsincluding all interest, conveys, pledges, assigns and transfers to Beneficiary fees (as secured partyincluding attorneys’ fees), as agent costs and representative expenses that the GameSquare Parties are hereby or otherwise required to pay and perform pursuant to this Note, the Purchase Agreement, the other Transaction Documents, by law or otherwise accruing before and after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to any GameSquare Party, whether or not a claim for post-petition interest, fees or expenses is allowed in such proceeding), irrespective of whether for the equal payment of money, under or in respect of this Note, the Purchase Agreement or the other Transaction Documents, including instruments or agreements executed and ratable benefit of Trustee and the Holders, security interests delivered pursuant hereto or thereto or in connection herewith or therewith (collectively, the "Security Interest") “Secured Obligations”), each of the GameSquare Parties hereby pledges to the Holder, and hereby collaterally assigns, mortgages, transfers, hypothecates and grants to the Holder a continuing security interest in, all of such GameSquare Party’s right, title and interest in, to and under all of the following property and assets, wherever located, whether such GameSquare Party now has or hereafter acquires an ownership or other interest or power to transfer (all of which are collectively referred to as the “Collateral”): (i) the Pledged Interests; (ii) all other property that may be delivered to and held by the Holder pursuant to the terms of this Section 5; (iii) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (i) and (ii) above; (iv) all rights and privileges of such GameSquare Party with respect to the securities and other property referred to in clauses (i), (ii) and (iii) above; and (v) all Proceeds of any of the foregoing and all books and records relating thereto. TO HAVE AND TO HOLD the Collateral, together with all right, title, claiminterest, estate powers, privileges and interest in preferences pertaining or incidental thereto, unto the Holder and his successors and assigns, forever, subject, however, to all Personalty the terms, covenants and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesconditions hereinafter set forth.

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectivelydefined below, the "Security Interest") in, all Borrower grants the Secured Party a security interest in the following described personal property (hereinafter the “Collateral”): All right, title, claim, estate title and interest of Borrower in and to all Personalty of Borrower’s assets and Fixturesproperties of all kinds and descriptions, other than Excluded Assetswherever the same may now or hereafter be located, whether now existing and/or owned or hereafter arising and/or acquired or in which Borrower has or hereafter may acquire an interest (to the extent of such interest), including, without limitation, all of the following: All accounts (as defined in the UCC), now owned or hereafter created or acquired by Borrower including, without limitation, all of the following now owned or hereafter created or acquired by Borrower: (a) accounts receivable, contract rights, book debts, notes, drafts and existing other obligations or indebtedness owing to Borrower arising from the sale, lease or exchange of goods or other property and/or the performance of services; (b) Borrower’s rights in, to and under all purchase orders for goods, services or other property; (c) Borrower’s rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers’ rights of rescission, replevin, reclamation and rights to stoppage in transit); (d) monies due to or to become due to Borrower under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services (whether or not yet earned by performance on the part of Borrower); (e) health-care insurance receivables; (f) insurance receivables for lost inventory and business interruption; and (g) proceeds of any of the foregoing and all collateral security and guaranties of any kind given by any person or entity with respect to any of the foregoing; All inventory (as defined in the UCC), now owned or hereafter acquired or arisingby Borrower, and wherever located, including, without limitation, products intended for sale, rent, lease or other disposition and other materials and supplies (including packaging and shipping materials) used or consumed, or held for use or consumption, in the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any sale thereof and all "chattel paper" goods which are returned to or repossessed by Borrower; All general intangibles (as such term is defined in Section 9-105(bthe UCC) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold now owned or leased or services rendered, whether or not earned hereafter acquired by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingBorrower, including, without limitation, all right, title and interest of Borrower in and to: (a) all agreements, leases (including purchase options with respect thereto), licenses and contracts (including all rights in under the agreements pursuant to which Borrower acquired or hereafter acquires any returned subsidiary, division or repossessed goods operating entity and unpaid seller's rightsall documents, instruments, agreements and understandings relating thereto) to which Borrower is or may become a party; (b) all obligations or indebtedness owing to Borrower (other than accounts described above) from whatever source arising; (c) all guarantees, endorsements tax refunds and indemnifications on, or of, any of the foregoing and rights to receive tax refunds; (d) all powers patents and patent applications, trademarks and trademark applications or registrations, copyrights and copyright applications or registrations, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other business identifiers and other intellectual property; (e) all rights to refunds or indemnification (including, without limitation, all amounts refunded or paid to Borrower as a result of attorney such amounts being deemed voidable transfers in any insolvency or bankruptcy proceeding), contribution and subrogation; (f) all causes of action, choses in action and judgments; and (g) all trade secrets, know how, corporate and other business records and other confidential information relating to the business of Borrower; the prices which Borrower obtains for its services or at which it sells merchandise; estimating and cost procedures; profit margins; policies and procedures pertaining to the execution sale of products and services; information concerning suppliers of Borrower; and information concerning the manner of operation, business plans, projections, and all other information of any evidence kind or character, whether or not reduced in writing, with respect to the conduct by Borrower of indebtedness or security its business not generally known by the public; (h) all payment intangibles; (i) all software; (j) all websites; (k) all partnership and limited liability partnership interests; and (l) all membership interests in limited liability companies; All documents (as defined in the UCC) or other writing receipts covering, evidencing or representing goods now owned or hereafter acquired by Borrower; All instruments (as defined in connection therewith Any and all negotiable instrumentsthe UCC) (including, but not limited to, promissory notes, acceptances, drafts, checksbills of exchange and trade acceptances), certificateschattel paper (as defined in the UCC) (whether tangible or electronic) and letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), now owned or hereafter acquired by Borrower; All equipment (as defined in the UCC) by Borrower including, without limitation, all machinery, apparatus, furniture, fixtures, tools, attachments, materials, storage and handling equipment, and all parts thereof and all additions and accessions thereto and replacements therefor; All of the following: plant fixtures, business or trade fixtures, other fixtures and storage office facilities, wherever located and all additions and accessions thereto and replacements therefor; All deposit accounts (as defined in the UCC) of Borrower maintained with any bank or financial institution; All monies, reserves and property of Borrower now or at any time or times hereafter in the possession or under the control of the Secured Party or any bailee of the Secured Party; All building and construction materials before and after incorporated into any improvement, including but not limited to, all other items not considered a part of the real property legally described as follows: Parcel A in the Southwest Quarter (SW 1/4) of Section Twelve (12), Township One Hundred Twenty-One (121) North, Range Forty-Seven (47) West of the Fifth Principal Meridian, Grant County, South Dakota, according to the recorded plat thereof. Parcel B in the Southeast Quarter (SE 1/4) of Section Eleven (11), Township One Hundred Twenty-One (121) North, Range Forty-Seven (47) West of the Fifth Principal Meridian, Grant County, South Dakota, according to the recorded plat thereof. All contracts, plans, specifications, construction documents and records of any kind relating to the Borrower’s properties; All books, records, blueprints, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the property described above or are otherwise necessary or helpful in the collection thereof or realization thereon; All investment property (as defined in the UCC); All supporting obligations (as defined in the UCC); All bio-energy subsidies and other government entitlements, subsidies, and payment rights and any other rights under government and quasi government programs; and All products and proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, any property described above or the proceeds thereof, including, without limitation, all claims of Borrower against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance with respect to any property described above or business interruption, and any condemnation or requisition payments with respect to any property described above, and any condemnation or requisition payments with respect to any property described above, in each case whether now existing or hereafter arising. The Collateral shall include (i) all substitutions and replacements for and proceeds of any and all of the foregoing property, and in the case of all tangible Collateral, all accessions, accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any such goods, and (ii) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods. All references to “UCC” in this Security Agreement shall mean the Uniform Commercial Code as adopted in South Dakota.

Grant of Security Interest. To secure the payment and performance (a) As collateral security for all of the Secured Obligations as and when due, Trustor (as debtor) defined in Section 2 hereof), the Debtors hereby grantsjointly and severally pledge and collaterally assign to the Collateral Agent and the Secured Parties, conveys, pledges, assigns and transfers grant to Beneficiary the Collateral Agent and the Secured Parties a continuing first priority security interest (subject to Permitted Liens (as secured party)defined in the 2008 Loan Agreement, as agent dated May 29, 2008, by and representative for among the equal and ratable benefit of Trustee Company and the Holders, security interests Secured Parties (collectively, the "Security Interest"“2008 Loan Agreement”) in, and the August 2008 Loan Agreement dated as of the date hereof entered into by and among the Company and the Secured Parties (the “August 2008 Loan Agreement”)) in the following (the “Collateral”): “Collateral” means all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, assets of the Debtors (whether now currently owned and existing or hereafter acquired or arisingby a Debtor), including without limitation all presently existing and hereafter arising (i) accounts, contract rights, and wherever locatedall other forms of obligations owing to the Debtors from any source, including, without limitation, from affiliates and insiders of the following but expressly excluding in each case Debtors (“Accounts”); (ii) all of the Debtors’ books and records, including ledgers, records indicating, summarizing, or evidencing the Debtors’ assets or liabilities, or the Collateral, all information relating to the Debtors’ business operations or financial condition, all computer programs, disc or tape files, printouts, runs or other computer prepared information, and any Excluded Assets: 9.1.1. Any equipment containing such information (the Debtors’ “Books”); (iii) all of the Debtors’ present and hereafter acquired equipment, wherever located, and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any attachments, accessories, accessions, replacements, substitutions, additions and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise improvements to any of the foregoing, wherever located (“Equipment”); (iv) all of the Debtors’ present and hereafter acquired general intangibles and other personal property (including, without limitationbut not limited to, all rights in any returned or repossessed goods and unpaid seller's contract rights, rights arising under common law, statutes or regulations, choses or things in action, goodwill, patents and patentable inventions, whether described and claimed therein or otherwise, and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, and all improvements thereon and all other rights of any kind whatsoever accruing thereunder or pertaining thereto, trade names, trademarks, patent and trademark applications, service marks, copyrights, copyright applications, blueprints, drawings, purchase orders, customer lists, monies due under any royalty or licensing agreements, infringements, claims, computer programs, discs or tapes, deposit accounts, insurance premium rebates, tax refunds, and tax refund claims, as well as all cash collateral that is hypothecated to secure letters of credit or bonding obligations and the right to xxx or otherwise recover for any and all past, present and future infringements and misappropriations thereof, and all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto) (c“General Intangibles”); (v) all guaranteespresent and future inventory in which a Debtor has any interest, endorsements and indemnifications onall of the Debtors’ present and future raw materials, or ofwork in process, finished goods, and packing and shipping material, wherever located, any documents of title representing any of the above (“Inventory”); (vi) all of the Debtors’ negotiable collateral, including all of the Debtors’ present and future letters of credit, notes, drafts, instruments, certificated securities (including but not limited to, the “Pledged Securities” as defined below), documents, personal property leases (where a Debtor is the lessor), chattel paper and the Debtors’ books and records relating to any of the foregoing (“Negotiable Collateral”); and (dvii) any money or other assets of the Debtors which hereafter come into the possession, custody or control of the Debtors, and the proceeds and products, whether tangible or intangible, of any of the foregoing including proceeds of insurance covering any or all of the Collateral, and any and all Accounts, Equipment, General Intangibles, Inventory, Negotiable Collateral, money, deposit accounts or other tangible or intangible, real or personal, property resulting from the sale, exchange, collection or other disposition of the Collateral, or any portion thereof or interest therein, and the proceeds and products thereof; in each case howsoever a Debtor’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). For purposes of this Security Agreement, the term “Pledged Securities” means (i) all powers of attorney for capital stock and all other securities issued or issuable by all current and future subsidiaries, whether currently issued or issued in the execution of future (“Subsidiary Securities”); (ii) any evidence of indebtedness or security capital stock or other writing securities currently owned or received by the Debtors in connection therewith Any the future (“Further Securities”); (iii) all other securities which may be issued or issuable in exchange for or in respect of the Further Securities and Subsidiary Securities pursuant to the terms hereof; (iv) all negotiable dividends, cash, instruments, promissory notessecurities and other property from time to time received, acceptancesreceivable or otherwise distributed, draftsin respect of, checksin, certificatesfor, or upon the exchange or conversion of the securities referred to in clauses (i), (ii) and (iii) above; and (v) all rights and privileges of the Debtors with respect to the Pledged Securities and other properties referred to in clauses (i), (ii), (iii) and (iv).

Grant of Security Interest. To secure (a) The Issuer hereby assigns and pledges to the payment Collateral Agent, and performance the Collateral Agent hereby accepts, for its benefit and for the benefit of the Secured Obligations as and when dueParties, Trustor (as debtor) hereby grantsa security interest in the following, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests whether now owned or hereafter acquired (collectively, the "Security InterestSECURED COLLATERAL"): (i) in, all right, title, claim, estate title and interest of the Issuer in and to all Personalty the Purchased Contract Assets sold and Fixtures, other than Excluded Assets, whether now owned to be sold by the Seller to the Issuer pursuant to the Purchase and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingServicing Agreement, including, without limitation, all accounts, contract rights, chattel paper, instruments, the Contract Files, general intangibles and other obligations of any Restaurant with respect to any such Contract Assets, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and including without limitation, the right to payment of any Receivables, Recoveries, Credits or other obligations of a Restaurant, Cardmember or any Credit Card Company with respect to any such Purchased Contract Assets, and all rights in and to all security agreements, and other contracts securing or otherwise relating to any returned or repossessed goods and unpaid seller's such accounts, contract rights, chattel paper, instruments, general intangibles or obligations (cany and all such security agreements and other contracts being the "RELATED CONTRACTS"); (ii) all guarantees, endorsements insurance and indemnifications onother agreements or arrangements of whatever character from time to time supporting or securing payment of any Purchased Contract Assets; (iii) all rights in and to the patent, copyright, tradename, trademark or ofother intellectual property or other property rights or interests listed on Exhibit A tO the License Agreement, Schedules II and VII to the Purchase and Servicing Agreement and Schedules II and VII to the Purchase Agreement, whether acquired by license, sublicense, lease, easement, assignment, purchase or otherwise, in and to any computer hardware, software and any other media in which any licensed or sublicensed items may be stored or recorded and to all computer and automatic machinery and programs used for the compilation or printout thereof, useful or necessary for the performance of the functions of servicing and collecting the Purchased Contract Assets; (iv) the Purchase and Servicing Agreement, including, without limitation, (A) all rights of the Issuer to receive moneys due and to become due under or pursuant to the Purchase and Servicing Agreement, (B) all rights of the Issuer to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase and Servicing Agreement, (C) claims of the Issuer for damages arising out of or for breach of or default under the Purchase and Servicing Agreement or Purchase Agreement, (D) the right of the Issuer to amend, waive or terminate the Purchase and Servicing Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all rights of the Seller under the Purchase Agreement, which were assigned to the Issuer under the Purchase and Servicing Agreement (the collateral described in this paragraph (iv) of Section l(a) being sometimes described herein as the "ASSIGNED COLLATERAL"); (v) the following (the "ACCOUNT COLLATERAL"): (A) the Issuer's right, title and interest in the Collection Deposit Account, the Post Office Boxes, the Reserve Account, the Cash Accumulation Account and the Collateral Account (including all subaccounts thereof), all funds, and all certificates and instruments, if any, from time to time representing or evidencing or held in the Collection Deposit Account, the Post Office Boxes, the Reserve Account, the Cash Accumulation Account and the Collateral Account; (B) all amounts deposited from time to time in any of the foregoing Collection Deposit Account, the Cash Accumulation Account, the Reserve Account and the Collateral Account, including all Eligible Investments from time to time and all certificates and instruments, if any, from time to time representing or evidencing the Eligible Investments, and all income from investment of funds therein; (dC) all powers notes, certificates of attorney deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent in substitution for or in addition to any of the then existing Account Collateral; (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral; and (E) all additional property that may from time to time hereafter be assigned or pledged to the Collateral Agent for the execution benefit of the Secured Parties hereunder by the Issuer or by any Person on the Issuer's behalf, including the deposit with the Collateral Agent of additional moneys by the Issuer; and (vi) all proceeds of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instrumentsof the Secured Collateral described in subparagraphs (i) through (v) above (including, promissory noteswithout limitation, acceptancesRecoveries and proceeds that constitute property of the types described in clauses (i) through (v) above) and, draftsto the extent not otherwise included, checksall payments under insurance (whether or not the Collateral Agent is the loss payee thereof), certificatesor any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of such foregoing Secured Collateral. (b) In furtherance of the security interests granted to the Collateral Agent for the benefit of the Secured Parties in the Assigned Collateral and notwithstanding anything to the contrary contained herein, the Issuer hereby assigns to the Collateral Agent, acting at the direction of the Trustee acting at the direction of the Majority Noteholders, the exclusive right (except with respect to actions referred to in Section 24(b) hereof, which shall be a right of both the Issuer and the Collateral Agent acting at the direction of the Trustee acting at the direction of the Majority Noteholders) to take any action, exercise any remedy, make any decision and agree, subject to the consent of the Seller, to amend, waive or modify any provision of the Purchase and Servicing Agreement as if the Collateral Agent were the Issuer (regardless of whether an Early Amortization Event has occurred or is continuing). (c) The ownership of the Subordinated Note shall entitle the Seller to receive distributions of a portion of Collections in respect of Purchased Contract Assets as specified in the Purchase and Servicing Agreement and this Agreement but only to the extent of funds available pursuant to and in order of priority set forth in, clause fourth of Section 7(a)(iii) hereof. Other than the right to receive such distributions, ownership of the Subordinated Note shall give the Seller no other rights or remedies in respect of the Contract Assets nor shall the Seller have any recourse to any other assets of the Issuer. In the event of the bankruptcy of the Issuer, the Seller agrees that it shall have no greater rights against the Issuer or its assets than the rights of an unsecured nonrecourse creditor.

Grant of Security Interest. To secure Secured Party acknowledges that the payment rights, remedies, representations and performance of warranties contained herein are subject to any prior secured interest in the Secured Obligations as and when due, Trustor Collateral (as debtor) defined below). Borrower hereby grants, conveys, pledges, assigns grants to Secured Party a security interest in and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit on all of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all Borrower's right, title, claim, estate title and interest in and to all Personalty and Fixtures, other than Excluded Assetsof the following, whether now owned and existing or hereafter acquired or arisingexisting (the "Collateral"): a. All equipment in all of its forms, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any all machinery and other goods, furniture, furnishings, fixtures, office supplies and all "chattel paper" as other similar types of tangible personal property and all parts thereof and all accessions thereto, together with all parts, fittings, special tools, alterations, substitutions, replacements and accessions thereto (any and all such term is defined in Section 9-105(b) of the UCC (equipment, parts and accessions being the "Chattel PaperEquipment"); 9.1.2. Any b. All inventory in all of its forms, wherever located, including, but not limited to, (i) all raw materials and work in progress, finished goods, and materials used or consumed in manufacture or production, (ii) goods in which Borrower has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which Borrower has an interest or right as consignee), and (iii) goods which are returned to or repossessed by Borrower, and all "accounts" as such term is defined in Section 9-106 accessions thereto and products thereof and all documents and documents of title relating to or covering any of the UCC foregoing or any other assets ("Documents") (any and all such inventory, accessions, products and Documents being the "AccountsInventory"); 9.1.3. Any c. All accounts, accounts receivable, cash or cash equivalents, contract rights, chattel paper, instruments, acceptances, drafts, general intangibles, payment intangibles, letter-of-credit rights, commercial torts claims, deposit accounts, consignments, promissory notes and all rights to payment for goods sold or leased or services renderedother obligations of any kind, whether or not earned by performance and all rights arising out of or in respect connection with the sale or lease of goods or the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrumentrendering of services, together with (a) any collateral assignedall ledger sheets, hypothecated or held to secure any of the foregoing files, records and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise documents relating to any of the foregoing, including all computer records, programs, storage media and computer software useful or required in connection therewith (the "Receivables"), and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such Receivables, and any and all such leases, security agreements and other contracts (the "Related Contracts"); d. All rights under all contracts or agreements to which Borrower is a party (other than contracts or agreements entered into prior to the date of this Agreement which by their terms expressly prohibit the granting of any lien, charge, claim or encumbrance of any nature whatsoever ("Lien") thereon; all contracts and agreements entered into by Borrower during the term of this Agreement shall permit the attachment of the Lien provided for under this Agreement); e. All trademarks, trade names, trade styles, service marks, prints and labels on which said trademarks, trade names, trade styles and service marks have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted, all right, title and interest therein and thereto, and all registrations and recordings thereof, including, without limitation, all rights applications, registrations and recordings in the United States Patent and Trademark Office or in any returned similar office or repossessed goods and unpaid seller's rightsagency of the United States, (c) all guarantees, endorsements and indemnifications onany State thereof, or ofany other country or any political subdivision thereof, together with the goodwill associated therewith, and all reissues, amendments, extensions or renewals thereof and all licenses thereof (the "Trademarks"); f. All copyrights, copyrighted works or any item which embodies such copyrighted work of the United States or any other country, all applications therefor, all right, title and interest therein and thereto, and all registrations and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, and all derivative works, extensions or renewals thereof (the "Copyrights"); g. All letters patent of the United States or any other country, and all applications therefor, all right, title and interest therein and thereto, and all registrations and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, and all reissues, continuations, divisionals, continuations-in-part or extensions thereof and all licenses thereof (the "Patents"); h. All other tangible and intangible personal property and fixtures; and i. All proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described in clauses (a) through (h) of this Section 1) and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payees thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (d) all powers items. All of attorney for the execution terms used in the above definition of any evidence Collateral shall have the meanings given to such terms under the Uniform Commercial Code of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthe applicable jurisdiction as amended from time to time.

Grant of Security Interest. To secure the payment prompt and complete payment, observance and performance of the Secured Obligations as Guarantor Obligations, each Guarantor hereby grants to the Agent, for its benefit and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee the Lenders and the HoldersRate Protection Lenders, security interests a Security Interest in and to all of such Guarantor's right, title and interest in and to the following: (a) the shares of common stock evidenced by the certificates identified in Schedule 4(e) hereto and all other shares of capital stock of whatever class of any Subsidiary, now or hereafter owned by such Guarantor, in each case together with the certificates evidencing the same (collectively, the "Security Pledged Stock"); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription, warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of such Guarantor under any provision prohibiting such action under any of the Loan Documents, in the event of any consolidation or merger in which any issuer of Stock Collateral is not the surviving corporation, all shares of each class of the capital stock owned by such Guarantor of the successor corporation formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"; (d) the general or limited partnership interest identified on Schedule 4(e) hereto and all other partnership interest of whatever type of any Subsidiary, now or hereafter owned by such Guarantor (collectively, the "Pledged Partnership Interest"); (e) inall partnership interests, securities, moneys or property representing a distribution or return of capital upon or in respect of the Pledged Partnership Interest, or resulting from a revision, reclassification or other like change of the Pledged Partnership Interest or otherwise received in exchange therefor, and any subscription, warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Partnership Interest; (f) without affecting the obligations of such Guarantor under any provision prohibiting such action under any of the Loan Documents, in the event of any consolidation or merger, or a like combination in which any issuer of Partnership Collateral is not the surviving entity, all rightpartnership interests owned by such Guarantor of the successor entity formed by or resulting from such consolidation or merger or a like combination (the Pledged Partnership Interest, titletogether with all other partnership interests, claimsecurities, estate properties or moneys as may from time to time be pledged hereunder pursuant to clause (d) or (e) above and interest this clause (f) being herein collectively called the "Partnership Collateral"); (g) all accounts and general intangibles (each as defined in the NYUCC) of such Guarantor constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to such Guarantor in respect of any loans or advances due to such Guarantor in respect of any loans or advances or for Inventory or Equipment or other good sold or leased or for services rendered, all Personalty moneys due and Fixturesto become due to such Guarantor under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by such Guarantor and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein collectively called "Accounts"); (h) all instruments, chattel paper and letters of credit (each as defined in the NYUCC) of such Guarantor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but no limited to) promissory notes, drafts, bills or exchange and trade acceptances (herein collectively called "Instruments"); (i) all inventory (as defined in the NYUCC) of such Guarantor, including spare parts (other than Excluded Assetsfor Motor Vehicles), all goods obtained by such Guarantor in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "Inventory"); (j) all other accounts and general intangibles (each as defined in the NYUCC) of such Guarantor not constituting Accounts; (k) all equipment (as defined in the NYUCC) owned by such Guarantor, including all furniture, fixtures, office supplies, machinery, head-ends, cameras and other studio equipment, amplifiers, transmitters, converters and similar equipment, cables, antennae, earth stations, connections, towers and associated equipment, all other tangible personal property used in the operation of any cable television systems or franchises (herein collectively called "Equipment"); (l) each contract and other agreement of such Guarantor relating to the sale or other disposition of Inventory or Equipment; (m) all documents of title (as defined in the NYUCC) or other receipts of such Guarantor covering, evidencing or representing Inventory or Equipment (herein collectively called "Documents"); (n) all rights, claims and benefits of such Guarantor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by such Guarantor, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; (o) the balance from time to time in the Collateral Account; (p) to the extent permitted by the terms thereof, (i) all Franchises, including, without limitation, each of the Franchises described in Part A of Schedule 4(p) attached hereto; (ii) all other franchises, licenses, authorizations or rights to construct, own, operate, promote, extend and/or otherwise exploit any cable television system operated or to be operated by such Guarantor granted by the state, county, city, town, village or other local government authority and other governmental licenses, franchises, permits, operating rights and other rights; (iii) all construction, engineering, management and related or similar contracts or binding commitments or understandings, with respect to the construction, installation and operation of cable television systems, including, without limitation, each of the contracts and agreements described in Part B of Schedule 4(p) attached hereto; (iv) all network affiliation, programing, retransmission and other similar contracts and agreements with licensed common carriers or others for the transmission or retransmission and delivery of programming to subscribers or others (including, without limitation, the non-cancelable assignment and sublease of all such contracts and agreements made by Helicon Corp. for the benefit of a Guarantor), including, without limitation, each of the contracts and agreements described in Part C of Schedule 4(p) attached hereto; (v) to the extent permitted by the terms thereof, all leases of property, whether now owned and existing real, personal or hereafter acquired or arising, and wherever locatedmixed, including, without limitation, the following but expressly excluding leases described in each case any Excluded Assets: 9.1.1. Any Part D of Schedule 4(p) attached hereto; (vi) all pole rental leases and similar agreements, including, without limitation, the agreements described in Part E of Schedule 4(p) hereto, to the extent permitted by the terms thereof; and (vii) all contracts, agreements and understandings with subscribers and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper")subscribers, customer and vendor lists; 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (bq) all goods, the sale other tangible and intangible property of which gave rise to any of the foregoingsuch Guarantor, including, without limitation, all rights in any returned or repossessed goods Proceeds, products, accessions, rents, profits, income, benefits, substitutions and unpaid seller's rights, (c) all guarantees, endorsements replacements of and indemnifications on, or of, to any of the property of such Guarantor described in the preceding clauses of this Section 4 (including, without limitation, any proceeds of insurance thereof (subject to the right to use such proceeds for repair or replacement specified in Section 6.5(b) of the Credit Agreement and, to the extent related to any property described in said clauses or such Proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Guarantor or any computer bureau or service company from time to time acting for such Guarantor; provided that, notwithstanding the foregoing and to the contrary, the Security Interest granted herein shall not include Motor Vehicles or agreements that by their terms cannot be assigned after the use by such Guarantor of its reasonable best efforts to obtain consent to assignment; (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instrumentsforegoing, promissory notescollectively, acceptances, drafts, checks, certificatesthe "Collateral").

Grant of Security Interest. (a) To secure the payment and performance in full of all Obligations of the Grantors, each Grantor grants to the Secured Obligations as Party a continuing security interest in, and when dueso pledges and assigns to the Secured Party, Trustor (as debtor) hereby grantsand affirms, conveysratifies and acknowledges the continuing validity, enforceability, and perfection of, the assignments, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit Secured Party of Trustee and the Holders, security interests heretofore granted to Secured Party pursuant to the Original Security Agreement (collectively, the "Security Interest"MFN) inin and to, all of such Grantor’s right, title, claim, estate title and interest in and to all Personalty tangible and Fixturesintangible personal and fixture property of such Grantor, other than Excluded Assetsof every kind and nature, wherever located, however evidenced, whether now owned and existing or hereafter acquired or arising, and wherever locatedall proceeds, products, rents, offspring and profits thereof, accessions thereto, and supporting obligations relating thereto, (all of the same, collectively, being hereinafter called the “Collateral”), including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any (i) all inventory, goods, merchandise, raw materials, supplies, good or work in process, finished goods and other tangible personal property held by such Grantor for processing, sale or lease or furnished or to be furnished by such Grantor under contracts of service or to be used or consumed in such Grantor’s business; (ii) all "chattel paper" as such term is defined in Section 9deposit accounts, securities accounts, commodities accounts, cash collateral accounts, spread accounts and over-105(b) of collateralized accounts (including all money, funds, deposits and instruments relating to the UCC (the "Chattel Paper"foregoing); 9.1.2. Any (iii) all accounts receivable and all "accounts" as such term is defined in Section 9-106 notes, drafts, acceptances, letters of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services renderedcredit, letter of credit rights, bills of exchange, promissory notes, documents, instruments, whether or not earned by performance performance, as well as all right, title and interest of such Grantor in the goods which have given rise thereto, including rights of stoppage in transit; (iv) all general intangibles, payment intangibles, going concern value, all software, goodwill and all present and future intellectual property rights of such Grantor, rights (monetary and non-monetary) under contracts, including all receivables purchase agreements and Automobile Contracts, and all rights to security interests in Financed Vehicles and other Goods granted by any Automobile Contract Debtor pursuant to an Automobile Contract and any other interest of such Grantor in such Financed Vehicle, all trademark, trade name and “dba” rights, all service marks and service names, all copyright rights, all patent rights, all trade secrets, all know-how, and all past, present and future causes of action arising under all such intellectual property rights; (v) all chattel paper of every kind and description, whether tangible or intangible; (vi) all other rights of such Grantor in and to the payment of money of every kind and nature, howsoever evidenced, including monies received under Automobile Contracts and amounts due from Affiliates, all servicing fees (including Servicing Fees), all Tax and other refunds and/or abatements of every kind and nature, insurance proceeds, proceeds from factoring agreements, interest rate hedge, swap or other interest rate protection agreements, tort claims, causes of action of every kind and description, and all rights to deposits or advance payments and repayments, insurance refund claims, health-care-insurance receivables and all other insurance claims and proceeds, proceeds of fraudulent transfer, preference, or similar claims, pension fund overfunded amounts, and letter of credit rights; (vii) all books, customer lists, contract lists, advertiser lists, subscriber lists, files (including files with respect to Automobile Contracts), records (including computer programs, disks, tapes and related electronic data processing media), general ledger sheets, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, cards, data and data storage systems, and other writings and records of such Grantor or in which such Grantor has an interest in any way relating to the Collateral and all rights of such Grantor to retrieval from third parties of all such books and records, including electronically processed and recorded information pertaining to any Collateral; (viii) all documents, documents of title, policies and certificates of insurance, securities and instruments (whether negotiable or non-negotiable); (ix) all cash, funds and investments in any collateral account or accounts maintained from time to time by such Grantor with the Secured Party and all deposits and/or deposit accounts maintained by such Grantor, and all money, deposits, funds and instruments relating to the foregoing; (x) all liens, rights, remedies, privileges, guaranties, indemnities, warranties, claims, security interests, mortgages, securities, supporting obligations and other encumbrances in favor of or assigned to such Grantor for any of the foregoing; (xi) all equipment, machinery, fixtures, furniture, office supplies and vehicles; (xii) all rights under all present and future authorizations, permits, licenses and franchises, to the fullest extent permitted by Applicable Laws; (xiii) all investment property; (xiv) all rights to payments and distributions under or in connection with any and all Securitization Transactions, including all rights to payment or distributions of money (whether such rights are classified under the applicable UCC as general intangibles, accounts, certificated securities, uncertificated securities or otherwise) arising out of, related to or created in connection with all Securitization Transactions, including all servicing fees (including all Servicing Fees receivable from such Grantor’s aggregate servicing portfolio), reimbursements, Net Interest Receivable and other amounts of every kind and description payable to such Grantor, whether as Servicer, as “Seller” under a receivables purchase agreement, or in any other capacity (including as a holder of a Residual Interest Certificate or Class B Certificate), from any source whatsoever in connection therewith, including payments or distributions on account of residual interests in Securitization Transactions, and also including amounts due such Grantor pursuant to any pooling and servicing agreement, reinsurance agreement, agreement with any credit enhancer, agreement with any provider of interest rate hxxxxx, swaps or other interest rate protection agreements of every kind and description, and all rights (but none of its obligations or liabilities) to receive payments under Securitization Transaction Documents, and any and all other agreements, documents or instruments of such Grantor or to which such Grantor or any Subsidiary of the Grantor is a party or in which such Grantor has an interest, now existing or hereafter arising in connection with any Securitization Transaction; (xv) all other personal property, assets and things of value of every kind and nature, tangible or intangible, absolute or contingent, legal or equitable, including with respect to all Collateral described in clauses (i) through (xiv), any such Collateral hereafter acquired; and (xvi) all proceeds (including insurance proceeds), profits, rents and products of the items of Collateral described or referenced in the foregoing clauses (i) through (xv) of every kind and nature whatsoever, including proceeds from recourse against Dealers with respect to Automobile Contracts, and also including all present and future claims, demands, causes and choses in action in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, includingand all payments on or under and all proceeds in respect of any or all of the foregoing, without limitationincluding proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any returned of the foregoing. Notwithstanding the foregoing, the Collateral shall exclude those items which expressly comprise the Specified Securitization Transaction Collateral, but shall include all similar assets, properties and rights to the extent not specifically described in a Securitization Transaction Collateral Release Agreement. (b) Pursuant to the terms hereof, each Grantor has endorsed, assigned and delivered to the Secured Party all negotiable or repossessed goods non-negotiable instruments (including certificated securities) owned or held by it and unpaid seller's rightstangible chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Secured Party may have specified. In the event that any Grantor shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments (including Class B Certificates, Residual Interest Certificates or any other certificated securities) or tangible chattel paper to be pledged by it hereunder, such Grantor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. To the extent that any securities are uncertificated, the pledge of such securities created hereby have been or, in the case of uncertificated securities hereafter acquired by such Grantor, will at the time of such acquisition be, duly registered in the name of the Secured Party or one or more nominees of the Secured Party with the issuer of such securities, or such securities shall have been deposited in a securities account, and the securities intermediary maintaining such securities account shall have granted control over such securities account to the Secured Party, with the Secured Party having at all times the right to obtain definitive certificates (in the Secured Party’s name or in the name of one or more nominees of the Secured Party) where the issuer customarily or otherwise issues certificates, all to be held as Collateral hereunder. Each Grantor hereby acknowledges that the Secured Party may, in its discretion, appoint one or more financial institutions to act as the Secured Party’s agent in holding in custodial account instruments in which the Secured Party is granted a security interest hereunder, including certificates of deposit and other instruments evidencing short term obligations. (c) The parties acknowledge and agree that the Pledge Agreement (MFN), pursuant to which certain Grantors have pledged all guaranteesthe equity interests held by such Grantor in such Grantor’s Subsidiaries, endorsements and indemnifications onthe Control Agreements pursuant to which certain Grantors have granted control to the Secured Party over each of the deposit, securities and other accounts listed on Schedule 3.34 of the Securities Purchase Agreement, shall be supplemental to the provisions of this Agreement, but more particularly governed by the terms of such agreements. Nothing contained in the Pledge Agreement (MFN) or of, any such Control Agreement shall derogate from any of the foregoing and rights or remedies of the Secured Party hereunder. Nor shall anything contained in the Pledge Agreement (MFN) or any Control Agreement be deemed to prevent or extend the time of attachment or perfection of any security interest in such Collateral created hereby. (d) all powers The parties acknowledge and agree that the Intellectual Property Security Agreement (MFN) is supplemental to the provisions of attorney for this Agreement and that the execution collateral described therein is more particularly governed by the terms of such Agreement. Nothing contained in the Intellectual Property Security Agreement (MFN) shall derogate from any of the rights or remedies of the Secured Party hereunder. Nor shall anything contained in the Intellectual Property Security Agreement (MFN) be deemed to prevent or extend the time of attachment or perfection of any evidence security interest in such Collateral created hereby. (e) For each item of indebtedness electronic chattel paper, each Grantor has (i) irrevocably created a single, authoritative copy, which is unique and unalterable except by the Secured Party, (ii) has duly and irrevocably identified the security interest of the Secured Party in such original, and (iii) has communicated such authoritative copy to the Secured Party. Each Grantor so encrypted such authoritative copy that it can be distinguished from any other copy, and so that any amendments may be made to such authoritative copy by any Person other than the Secured Party would be identifiable from authoritative amendments made by the Secured Party. (f) In the event that any Grantor acquires by any means any rights under or in respect of commercial tort claims, such Grantor shall promptly notify Secured Party of the facts of such claims in reasonable detail, grant Secured Party a continuing security interest therein, and take any action Secured Party may reasonably request to ensure that such security interest is a valid, enforceable, perfected security interest therein, subject as to priority only to Permitted Liens entitled to priority by Applicable Law. Without limiting the foregoing, each Grantor hereby authorizes Secured Party to file in any jurisdictions such amendments to financing statements, new financing statements, or other writing documents as may be necessary or desirable to perfect a security interest in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesany such commercial tort claims.

Grant of Security Interest. To secure (a) As collateral security for the prompt -------------------------- and complete payment and performance of the Secured Obligations as Obligations, each of the Borrowers and when dueeach other Credit Party executing this Agreement hereby grants to the Lender a security interest in and Lien upon all of its property and assets, Trustor (as debtor) hereby grantswhether real or personal, conveystangible or intangible, pledgesand whether now owned or hereafter acquired, assigns and transfers to Beneficiary (as secured party), as agent and representative for or in which it now has or at any time in the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all future may acquire any right, title, claimor interest, estate including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and interest deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments and Investment Property; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all General Intangibles (including all Intellectual Property, Stock, contract rights, and chooses in action); and to the extent not otherwise included, all Personalty Proceeds and Fixtures, other than Excluded Assets, whether now owned products of all and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under all collateral security and guarantees given by any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise Person with respect to any of the foregoing, includingbut excluding in all events Hazardous Waste (all of the foregoing, without limitationtogether with any other collateral pledged to the Lender pursuant to any other Loan Document, collectively, the "Collateral"). (b) Each Borrower, Lender and each other Credit Party executing this Agreement agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Lender. Each Borrower and each other Credit Party executing this Agreement represents, warrants and promises to Lender that: (i) each Borrower and each other Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to xxxxx x Xxxx pursuant to the Loan Documents, and has good and marketable title thereto free and clear of any and all rights Liens or claims of others, other than Permitted Encumbrances; (ii) the security interests granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule 6.1 (which, in the case of all filings and other ----------------------- documents referred to in said Schedule, have been delivered to the Lender in duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any returned or repossessed goods public office, except those relating to Permitted Encumbrances. Each Borrower and unpaid seller's rightseach other Credit Party executing this Agreement promise to defend the right, title and interest of Lender in and to the Collateral against the claims and demands of all Persons whomsoever, and each shall take such actions, including (x) the prompt delivery of all original Instruments, Chattel Paper and certificated Stock owned by such Borrower and each other Credit Party granting a Lien on Collateral to Lender, (cy) all guaranteesnotification of Lender's interest in Collateral at Lender's request, endorsements and indemnifications on, or of, any of the foregoing and (dz) all powers the institution of attorney for litigation against third parties as shall be prudent in order to protect and preserve each Credit Party's and Lender's respective and several interests in the execution Collateral. Each Borrower (and any other Credit Party granting a Lien in Collateral) shall xxxx its Books and Records pertaining to the Collateral to evidence the Loan Documents and the Liens granted under the Loan Documents. All Chattel Paper shall be marked with the following legend: "This writing and the obligations evidenced or secured hereby are subject to the security interest of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesGeneral Electric Capital Corporation."

Grant of Security Interest. To secure As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all the Secured Obligations as and when due, Trustor to induce Lender to enter into the Note and to make the Advances (as debtorthat term is defined in the Note Agreement) in accordance with the terms thereof, Debtor hereby grantsassigns, conveys, mortgages, pledges, assigns hypothecates and transfers to Beneficiary (as secured party)Lender, as agent for its benefit, and representative hereby grants to Lender, for the equal and ratable benefit of Trustee and the Holdersits benefit, a security interests (collectively, the "Security Interest") interest in, all of Debtor's right, title and interest in, to and under the following (all of which being hereinafter collectively called the "Collateral"): (a) all of Debtor's right, title, claim, estate and interest in and to all Personalty and Fixturesformula, other than Excluded Assetstrademarks, inventories, products, whether now owned and existing or hereafter acquired hereinafter created or arisingacquired, and wherever located, including, without limitation(collectively, the following but expressly excluding in each case Products. (i) any Excluded Assets: 9.1.1. Any and all "chattel paper" Proceeds, sums, money, products, profits, or increases, including money profits or increases (as such term is defined those terms are used in Section 9-105(bthe UCC or otherwise) or other property obtained or to be obtained from the distribution, exhibition, sale, or other uses or dispositions of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 Products or any part of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingProducts, including, without limitation, all rights proceeds, profits, products, and increases, whether in any returned money or repossessed goods and unpaid seller's rightsotherwise, (c) all guaranteesfrom the sale, endorsements and indemnifications onrental, or of, licensing of the Products and/or any of the foregoing elements of the Products, including collateral, allied, subsidiary, and merchandising rights; (ii) the title of the Products and all rights of Debtor to the use thereof, including, without limitation, rights protected pursuant to any trademark, service xxxx, or unfair competition law, and/or the rules and principles of law related to any other applicable statute, common law decision, or other rule or principle of law; (iii) all contract rights and general intangibles which grant to any person any right to acquire, produce, develop, reacquire, finance, release, sell, distribute, lease, sublease, market, license, sublicense, or otherwise exploit the Products or any rights in the Products; (iv) with respect to the Products, all accounts and/or other rights to payment which Debtor presently owns or which may arise in favor of Debtor in the future, including, without limitation, any insurance proceeds, and all accounts and/or rights to payment arising from exploitation of any and all of the collateral, allied, subsidiary, merchandising, and other rights in connection with the Products; (v) any and all "general intangibles" (as that term is defined in the Uniform Commercial Code) in connection with the Products not elsewhere included in this definition, including, without limitation, any and all general intangibles consisting of any right to payment which may arise in the distribution or exploitation of any of the rights set out herein, and any and all general intangible rights in favor of Debtor in connection with the Products (vi) any and all goods including inventory (as that term is defined in the Uniform Commercial Code) which may arise in connection with the creation, production, or delivery of the Products and which goods, pursuant to any production or distribution agreement or otherwise, are owned by Debtor; and (b) The following personal property, whether now owned or hereafter acquired, and the proceeds thereof to the extent necessary to exploit the rights granted under any distribution agreement: (i) all of Debtor's rights in and to the title of the Products and the exclusive use thereof including, without limitation, any and all rights protected pursuant to trademark, service xxxx, unfair competition and/or other laws, rules or principles of law or equity and (dii) all powers inventions, processes, formulae, licenses, patents, patent rights, trademarks, trademark rights, service marks, service xxxx rights, trade names, trade name rights, logos, indicia, business source or business identifiers and renewals and extensions thereof, domestic and foreign, relating to the Products, whether now owned or hereafter acquired, and the accompanying good will and other like business property rights, and the right (but not the obligation) to register claim under trademark or patent and to renew and extend such trademarks or patents and the right, but not the obligation, to xxx in the name(s) of attorney Debtor or the Secured Party or both for the execution past, present or future infringement of any evidence of indebtedness trademark or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatespatent; and

Grant of Security Interest. To secure the payment and performance of Each Debtor hereby grants to the Secured Obligations Party (for the benefit of itself and as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee its affiliates) a lien on and security interest in, and acknowledges and agrees that the Holders, Secured Party has and shall continue to have a continuing lien on and security interests (collectively, the "Security Interest") interest in, all right, title, claim, estate and interest of each Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all Personalty of the following: (a) Accounts (including all Health-Care-Insurance Receivables, if any); (b) Chattel Paper; (c) Instruments (including Promissory Notes); (d) Documents; (e) General Intangibles (including Payment Intangibles and FixturesSoftware, patents, trademarks, tradestyles, copyrights, and all other than Excluded Assetsintellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby); (f) Letter-of-Credit Rights; (g) Supporting Obligations; (h) Deposit Accounts; (i) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (j) Inventory; (k) Equipment (including all software, whether now owned or not the same constitutes embedded software, used in the operation thereof); (l) Fixtures; (m) Commercial Tort Claims (as described on Schedule F hereto or on one or more supplements to this Agreement); (n) Rights to merchandise and existing other Goods (including rights to returned or hereafter acquired repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or arisingrelates to any of the foregoing; (o) Monies, personal property, and wherever locatedinterests in personal property of such Debtor of any kind or description now held by the Secured Party or at any time hereafter transferred or delivered to, or coming into the possession, custody, or control of, the Secured Party, or any agent or affiliate of the Secured Party, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (p) Supporting evidence and documents relating to any of the above-described property, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any computer programs, disks, tapes and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any related electronic data processing media, and all rights of such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment for goods sold records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or leased or services renderedmaintained; (q) Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (r) Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; all of the foregoing being herein sometimes referred to as the “Collateral”; provided however that “Collateral” shall not include any Excluded Property. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term “Receivables” means all rights to the payment of a monetary obligation, whether or not earned by performance performance, and all rights in respect of the Account Debtor, including without limitation all such rights constituting or whether evidenced by any an Account, Chattel Paper or Paper, Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications onGeneral Intangible, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesotherwise.

Grant of Security Interest. To secure the payment and performance (i) Each of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit following items or types of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsproperty, whether now owned and or hereafter acquired, now existing or hereafter acquired or arising, created and wherever located, including, without limitation, is hereinafter collectively referred to as the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC Purchased Items (the "Chattel PaperPurchased Items");): 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (bA) all goodsPurchased Assets; (B) all Income and Cash Collateral, the sale of which gave rise to any of the foregoingif any; (C) all Mortgage Loan Documents; (D) all Mortgage Asset Files, including, without limitation, all rights in any returned promissory notes, certificates, instruments, Security Agreements, chattel mortgages and all other loan, security or repossessed goods other documents relating to such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and unpaid seller's rights, other books and records relating thereto; (cE) all guaranteescollateral, endorsements security interests, rights and indemnifications onother interests under or with respect to each Purchased Item; (F) all Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items; (H) all servicing fees to which the Seller is entitled and servicing and other rights relating to the Purchased Items; (I) all Servicing Agreements, Servicing Records and Servicing Files with respect to the Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (J) all Servicer Accounts established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise with respect to the Purchased Items and all amounts on deposit therein from time to time related to the Purchased Items; (K) all Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (L) all other agreements, instruments or contracts relating to, constituting, or ofotherwise governing, any or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (dM) insurance policies, certificates of insurance, insurance proceeds and the rights to enforce payment of insurance proceeds, in each case to the extent they relate to the Purchased Items; (N) the Collection Account and all powers of attorney for monies, cash, deposits, securities or investment property from time to time on deposit in the execution Collection Account; (O) the Securities Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Securities Account; (P) any collection account, escrow account, collateral account or lock-box account related to the Purchased Items to the extent of any evidence of indebtedness Seller's or security the holder's interest therein, including all moneys, cash, deposits, securities or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesinvestment Annex I-41

Grant of Security Interest. To secure the payment and performance of the Pledgor hereby grants to Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Party a security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixturespersonal property of Pledgor, other than Excluded Assetswherever located, whether now owned and existing or hereafter acquired or arising, and wherever locatedcreated by Pledgor, including, without limitation, the following but expressly excluding (the “Collateral”): (a) All inventory as defined in each case any Excluded Assets: 9.1.1. Any the Uniform Commercial Code, wherever located, all goods, merchandise or other personal property held for sale or lease, names or marks affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof and all "chattel paper" related rights, title and interest, all raw materials, work or goods in process or materials or supplies of every nature used, consumed or to be used in Pledgor’s business, all packaging and shipping materials, and all other goods customarily or for accounting purposes classified as such term is inventory, of Pledgor, now owned or hereafter acquired or created, all proceeds and products of the foregoing and all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the “Inventory”). (b) All accounts as defined in Section 9the Uniform Commercial Code (including health-105(b) of the UCC (the "Chattel Paper"care-insurance receivables); 9.1.2. Any and all "accounts" , accounts receivable, amounts owing to Pledgor under any rental agreement or lease, payments on construction contracts, promissory notes or on any other indebtedness, any rights to payment customarily or for accounting purposes classified as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any accounts receivable, and all rights to payment, proceeds or distributions under any contract, of Pledgor, presently existing or hereafter created, and all proceeds thereof (collectively, the “Accounts”). (c) All equipment and goods as defined in the Uniform Commercial Code, all motor vehicles, including all tires, accessories, spare and repair parts, and tools, wherever located, and all related right, title and interest, of Pledgor, now owned or hereafter acquired or created, all proceeds and products of the foregoing and all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the “Equipment”). (d) All general intangibles as defined in the Uniform Commercial Code, choses in action, proceeds, contracts, distributions, dividends, refunds, security deposits, judgments, insurance claims, any right to payment of any nature, intellectual property rights or licenses, payment intangibles, licenses, tax refunds, any other rights or assets of Pledgor customarily or for goods sold accounting purposes classified as general intangibles, and all documentation and supporting information related to any of the foregoing, all rents, profits and issues thereof, and all proceeds thereof. (e) All of the following (collectively, “Financial Obligations Collateral”): (i) Any and all promissory notes and instruments payable to or leased owing to Pledgor or services renderedheld by Pledgor, whether now existing or not earned by performance hereafter created (collectively, the “Promissory Notes”); (ii) Any and all rights leases under which Pledgor is the lessor, whether now existing or hereafter created (collectively, the “Leases”); (iii) Any and all chattel paper (as defined in respect of the Account DebtorUniform Commercial Code) (whether tangible or electronic) in favor of, including without limitation all such rights constituting or evidenced by any Accountowing to, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held by Pledgor, including, without limitation, any and all conditional sale contracts or other sales agreements, whether Pledgor is the original party or the assignee, whether now existing or hereafter created (collectively, the “Chattel Paper”); (iv) Any and all security agreements, collateral and titles to motor vehicles which secure any of the foregoing and the rights under any security agreement granting a security interest in such collateralobligations, whether now existing or hereafter created (b) all goodscollectively, the sale “Security Agreements Collateral”); and (v) All amendments, modifications, renewals, extensions, replacements, additions, and accessions to the foregoing and all proceeds thereof. (vi) All deposit accounts (as defined in the Uniform Commercial Code), including without limitation, all deposit accounts, checking accounts, savings accounts, money market accounts, certificates of which gave rise deposit, depositary accounts, balances, reserves, deposits, debts or any other amounts or obligations owing to any of the foregoingPledgor, including, without limitation, all interest, dividends or distributions accrued or to accrue thereon, whether or not due, now existing or hereafter arising or created, and all proceeds thereof. (vii) All investment property (as defined in the Uniform Commercial Code), all interest, dividends or distributions accrued or to accrue thereon, whether or not due, now existing or hereafter arising or created, and all proceeds thereof. (viii) All documents (as defined in the Uniform Commercial Code), all amendments, modifications, renewals, extensions, replacements, additions, and accessions thereto, and all proceeds thereof. (ix) All letter of credit rights (as defined in any returned the Uniform Commercial Code) (whether or repossessed goods not the letter of credit is evidenced by a writing), all amendments, modifications, renewals, extensions, replacements, additions, and unpaid seller's rightsaccessions thereto, and all proceeds thereof. (cx) All supporting obligations (as defined in the Uniform Commercial Code), all guaranteesamendments, endorsements modifications, renewals, extensions, replacements, additions, and indemnifications onaccessions thereto, and all proceeds thereof. (f) All of the following (collectively, “Intellectual Property”): (i) All right, title and interest of Pledgor in and to patent applications and patents, including, without limitation, all proceeds thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to xxx for past, present and future infringements, all rights corresponding thereto throughout the world, and all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof (collectively, the “Patents”); (ii) All right, title and interest of Pledgor in and to trademark applications and trademarks, including, without limitation, all renewals thereof, all proceeds thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to xxx for past, present and future infringements, and all rights corresponding thereto throughout the world (collectively, the “Trademarks”), and the good will of the business to which each of the Trademarks relates; (iii) All copyrights of Pledgor and all rights and interests of every kind of Pledgor in copyrights and works protectible by copyright, whether now owned or ofhereafter acquired or created, and all renewals and extensions thereof, and in and to the copyrights and rights and interests of every kind or nature in and to all works based upon, incorporated in, derived from, incorporating or relating to any of the foregoing or from which any of the foregoing is derived, and all proceeds thereof (dsuch as, by way of example, license royalties and proceeds of infringement suits), the right to xxx for past, present and future infringements, and all rights corresponding thereto throughout the world (collectively, the “Copyrights”); (iv) All of Pledgor’s trade secrets and other proprietary information, now existing or created in the future, and all powers proceeds thereof (collectively, the “Trade Secrets”); (v) All right, title, and interest of attorney for Pledgor in, to and under license agreements and contracts concerning Patents, Trademarks, Copyrights, and Trade Secrets now existing or created in the execution future, all amendments, modifications, and replacements thereof, all royalties and other amounts owing thereunder, and all proceeds thereof (collectively, the “Licenses”); and (vi) All internet domain names and addresses of Pledgor now existing or created in the future, and all proceeds thereof. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and Pledgor shall not be deemed to have granted a security interest in, any of Pledgor's rights or interests in or under (a) any license, contract, lease, permit, Financial Obligation Collateral or franchise to which Pledgor is a party (or any equipment or inventory subject to a capitalized lease or purchase money lien between Pledgor and any third party that is permitted by the Loan Agreement), or any of its rights or interests thereunder (or with respect to such equipment or inventory) to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, lease, permit, Financial Obligation Collateral or franchise, result in a breach of the terms of, or constitute a default under, such license, lease, contract, permit, Financial Obligation Collateral or franchise (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect or (b) any applications for trademarks and service marks filed in the U.S. Patent and Trademark Office on the basis of the applicant’s intent to use such xxxx pursuant to 15 U.S.C. Section 1051 unless and until evidence of indebtedness or security or other writing use of such xxxx in connection therewith Any interstate commerce is submitted to the U.S. Patent and all negotiable instrumentsTrademark Office pursuant to 15 U.S.C. Section 1060(a), promissory noteswhereupon, acceptances, drafts, checks, certificatessuch application shall be deemed automatically included in the Collateral.

Grant of Security Interest. To secure As collateral security for the prompt and complete payment and performance of the Secured Obligations as Obligations, each of the Borrower and when dueany other Credit Party executing this Agreement hereby grants to the Lender a security interest in and Lien upon all of its property and assets, Trustor (as debtor) hereby grantswhether real or personal, conveystangible or intangible, pledgesand whether now owned or hereafter acquired, assigns and transfers to Beneficiary (as secured party), as agent and representative for or in which it now has or at any time in the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all future may acquire any right, title, claimor interest, estate including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all Deposit Accounts, all other bank accounts and interest all funds on deposit therein; all money, cash and cash equivalents; all Investment Property; all stock; all Goods (including Inventory, Equipment and Fixtures); all Chattel Paper, Documents and Instruments; all Books and Records; all General Intangibles (including all Intellectual Property, contract rights, choses in action, Payment Intangibles and Software); all Letter-of-Credit Rights; all Supporting Obligations; and to the extent not otherwise included, all Personalty Proceeds, tort claims, insurance claims and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance otherwise included in the foregoing and products of all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure and any of the foregoing and the rights under any security agreement granting a security interest in such collateralall accessions to, (b) all goodssubstitutions and replacements for, the sale of which gave rise to any and rents and profits of, each of the foregoing, including, without limitation, but excluding in all rights in any returned or repossessed goods and unpaid seller's rights, events Hazardous Waste (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for foregoing, together with any other collateral pledged to the execution of Lender pursuant to any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instrumentsLoan Document, promissory notescollectively, acceptances, drafts, checks, certificatesthe “Collateral”).

Grant of Security Interest. (a) To secure the payment Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and performance sets over to the Trustee, for the benefit of the Secured Obligations as Parties, and when duehereby grants to the Trustee, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee the Secured Parties, a security interest in the Issuer’s right, title and interest in, to and under all of the Holders, security interests following property to the extent now owned or at any time hereafter acquired by the Issuer (collectively, the "Security Interest"“Collateral”): (i) in, all right, title, claim, estate present and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights future amounts payable in respect of the “Monthly Management Fees” and the “Residual Amounts” payable to FAT Brands under each Existing Securitization from and after July 10, 2023; (ii) the Irrevocable Payment Direction Letter; (iii) each Account Debtorand all amounts or other property on deposit in or otherwise credited to such Accounts; (iv) the books and records (whether in physical, including without limitation all such rights constituting electronic or evidenced by any Accountother form) of the Issuer; (v) the rights, Chattel Paper or Instrumentpowers, together with remedies and authorities of the Issuer under each of the Transaction Documents (aother than the Indenture and the Notes) to which it is a party; (vi) any collateral assigned, hypothecated or held to secure any and all other property of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingIssuer now or hereafter acquired, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights (in each case, as defined in the New York UCC); and (vii) all payments, proceeds, supporting obligations and accrued and future rights to payment with respect to the foregoing. The Trustee shall have no security interest in any returned Excluded Amounts. (b) The foregoing grant is made in trust to secure the Obligations and to secure compliance with the provisions of this Base Indenture and any Series Supplements, all as provided in this Base Indenture. The Trustee, on behalf of the Secured Parties, acknowledges such grant, accepts the trusts under this Base Indenture in accordance with the provisions of this Base Indenture and agrees, subject to the other terms and provisions of the Indenture, to perform its duties required in this Base Indenture. The Collateral shall secure the Obligations equally and ratably without prejudice, priority or repossessed goods and unpaid seller's rightsdistinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or in the applicable provisions of this Base Indenture). (c) all guarantees, endorsements The parties hereto agree and indemnifications on, or of, any acknowledge that each certificated Equity Interest and each mortgage constituting Collateral may be held by a custodian on behalf of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesTrustee.

Grant of Security Interest. To secure (a) As collateral security for the prompt and complete payment and performance of the Secured Obligations as Obligations, Borrower hereby grants to Noteholder a security interest in and when dueLien upon all of its personal property, Trustor (as debtor) hereby grantstangible or intangible, conveysand whether now owned or hereafter acquired, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for or in which it now has or at any time in the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all future may acquire any right, title, claimor interest, estate including all of the following personal property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all Deposit Accounts, all other bank accounts and interest all funds on deposit therein; all money, cash and cash equivalents; all Investment Property; all Stock; all Goods (including Inventory, Equipment and Fixtures); all operational leases, all Chattel Paper, Documents and Instruments; all Books and Records; all General Intangibles (including all Intellectual Property, contract rights, choses in action, Payment Intangibles and Software); all Letter-of-Credit Rights; all Supporting Obligations; and to the extent not otherwise included, all Personalty Proceeds, tort claims, insurance claims and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance otherwise included in the foregoing and products of all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure and any of the foregoing and the rights under any security agreement granting a security interest in such collateralall accessions to, (b) all goodssubstitutions and replacements for, the sale of which gave rise to any and rents and profits of, each of the foregoing, includingbut excluding in all events Hazardous Waste (all of the foregoing, without limitationtogether with any other collateral pledged to Noteholder, all pursuant to any other Noteholder Document, collectively, the “Collateral”). (b) Bxxxxxxx agrees that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Noteholder. Borrower represents, warrants and promises to Noteholder that: (i) Borrower has rights in and the power to transfer each item of the Collateral upon which it purports to gxxxx x Xxxx pursuant to the Noteholder Documents, free and clear of any returned and all Liens or repossessed goods and unpaid seller's rightsclaims of others, other than Permitted Encumbrances; (ii) the security interests granted pursuant to this Agreement, upon completion of the filing of Uniform Commercial Code financing statements (other than (i) in respect of motor vehicles that are subject to a certificate of title, (cii) letter-of-credit rights (other than supporting obligations), (iii) commercial tort claims, (iv) any deposit accounts and securities accounts not subject to a Blocked Account Agreement, and (v) copyrights registered with the U.S. Copyright Office) will constitute valid perfected security interests in all of the Collateral in favor of Noteholder as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from Borrower (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances that have priority by operation of law or are permitted under clause (j)(ii) of the definition of Permitted Encumbrances, with the consent of Noteholder; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Encumbrances. Borrower promises to defend the right, title and interest of Noteholder in and to the Collateral against the claims and demands of all Persons whomsoever, and each shall take such actions, including (A) all guaranteesactions necessary to grant Noteholder “control” of any Investment Property, endorsements Deposit Accounts, Letter-of-Credit Rights or electronic Chattel Paper owned by Borrower, with any agreements establishing control to be in form and indemnifications onsubstance satisfactory to Noteholder, (B) the prompt delivery of all original Instruments, Chattel Paper, negotiable Documents and certificated Stock owned by Borrower (in each case, accompanied by stock powers, allonges or ofother instruments of transfer executed in blank), any (C) notification of the foregoing Noteholder’s interest in Collateral at Noteholder’s request, and (dD) all powers the institution of attorney for litigation against third parties as shall be prudent in order to protect and preserve Bxxxxxxx’s and Noteholder’s respective and several interests in the execution Collateral. Borrower shall mark its Books and Records pertaining to the Collateral to evidence the Noteholder Documents and the Liens granted under the Noteholder Documents. If Borrower retains possession of any evidence Chattel Paper or Instrument with Noteholder’s consent, promptly upon Noteholder’s request, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of indebtedness or security or other writing Mxxxxxxxxx Capital Special Finance Fund II, L.P.” Borrower shall promptly, and in connection therewith Any any event within five (5) Business Days after the same is acquired by it, notify Noteholder of any commercial tort claims (as defined in the Code) acquired by it and all negotiable instrumentsunless otherwise consented by Noteholder, promissory notes, acceptances, drafts, checks, certificatesBorrower shall enter into a supplement to this Agreement granting to Noteholder a Lien in such commercial tort claim.

Grant of Security Interest. To secure As security for the payment and performance of all of the Secured Obligations as Company’s indebtedness and when dueobligations arising under the Note and any renewals, Trustor (as debtor) hereby grantsmodifications, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests extensions thereof (collectively, the "Security Interest") in“Obligations”), all right, title, claim, estate each of the Company Entities hereby assigns and grants to the Lender a continuing lien on and security interest in and to the following collateral (the “Collateral”): (a) all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever locatedof the Company Entities’ assets, including, without limitation, all fixtures and personal property of every kind and nature including all accounts, goods, documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any letter of credit is evidenced by a writing), securities and all "chattel paper" other investment property, general intangibles (including all payment intangibles), money, deposit accounts, and any other contract rights, licenses or rights to the payment of money; and (b) all Trademarks, Copyrights, Patents (including licenses and contracts related thereto), Proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to Borrower from time to time with respect to any of the foregoing. As used in this Agreement, (i) “Proceeds” means “proceeds” as such term is defined in Section 9-105(b) 102 of the UCC Uniform Commercial Code (“UCC”) as in effect in the "Chattel Paper"); 9.1.2. Any and all "accounts" State New York, or as such term in effect in any other jurisdiction to the extent the perfection, or the effect of perfection or non-perfection, of Xxxxxx’s security interests in any Collateral or the availability of any remedy hereunder is defined in Section 9-106 of governed by the UCC or any other applicable law as in effect on or after the date hereof in such other jurisdiction and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto; (the "Accounts"); 9.1.3. Any ii) “Trademarks” means trademarks, service marks, corporate names, trade names, brand names, product names, logos, slogans, trade dress and all rights to payment other indicia of source or origin, any applications and registrations for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and all renewals and extensions thereof, and all goodwill associated therewith and symbolized thereby; (iii) “Copyrights” means works of authorship (whether or not copyrightable, including all software, whether in source code or object code format) and all copyrights (whether or not registered), including all registrations thereof and applications therefor, and all renewals, extensions, restorations and reversions of the rights under foregoing; and (iv) “Patents” means patents, registrations, invention disclosures, and patent applications, including divisionals, provisionals, continuations, continuations-in-part, renewals, supplementary protection certificates, extensions, reissues and reexaminations thereof, and all patents that may issue on such applications. The Company shall execute and deliver to the Lender any security agreement granting a agreements, documents and instruments upon request to evidence, perfect or protect his lien and security interest in such collateral, (b) the Collateral hereunder and shall deliver to the Lender all goods, the sale items of which gave rise he must receive possession to any of obtain a perfected security interest. The Company hereby authorizes the foregoing, including, without limitation, Lender to file all rights financing statements and amendments to financing statements describing the Collateral in any returned filing office. A reproduction or repossessed goods copy of this Agreement or of a financing statement is sufficient as and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any may be filed in lieu of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesa financing statement.

Grant of Security Interest. To secure the payment prompt and complete -------------------------- performance by Lessee of its covenants and obligations set forth in the Secured Obligations as and when dueLease, Trustor (as debtor) Lessee hereby grantsassigns, conveys, mortgages, pledges, assigns hypothecates, transfers, and transfers hereby grants to Beneficiary (as secured party), as agent Lessor a continuing lien on and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") interest in, and a right of setoff and compensation against, all of Lessee's right, title, claim, estate and interest in in, to, and under, or right to all Personalty and Fixturesacquire, other than Excluded Assetsthe following, whether now owned and or existing or hereafter acquired or arisingarising out of or relating to the Property (collectively, "Collateral"): a. All Funds on deposit in checking; savings, custodian and wherever locatedother accounts, includingincluding the "Bank Accounts," related to the Property or the Hotel; all accounts receivable; all income and revenues, without limitationincluding revenues from the rental and/or leasing of suites, rooms, banquet facilities, conference and meeting rooms and related facilities; all occupancy fees and user fees; all revenues from the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any sales of food, beverages, alcoholic beverages and concessions; all parking revenues; and all "chattel paper" as such term is defined in Section 9-105(b) other revenues, profits, proceeds, benefits and income of the UCC (Property from any source whatsoever generated by the "Chattel Paper")Property or arising from the use or enjoyment of all or any portion thereof; 9.1.2. Any b. All intangible property and all "accounts" as such term is defined rights relating to the Property or the operation or development thereof, or used in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingconnection therewith, including, without limitation, all rights governmental permits and licenses (including, without limitation, liquor licenses), grants or approval of any kind relating to the operation, occupancy or development of the Properties, and including all of Lessee's right, title and interest in any returned or repossessed goods and unpaid seller's rights, to (ci) all guaranteesleases, endorsements and indemnifications onservice contracts, operating agreements or of, any other agreements for the operation and/or maintenance of the foregoing Property except for those agreements or leases described in either that certain Assignment of Management Agreements or that certain Assignment of Leases, Rents and (d) all powers of attorney for Security Deposits both executed by Lessee to Lessor contemporaneously with the execution of any evidence this Agreement, (ii) all leases of indebtedness furniture, fixtures and equipment used on or security or other writing in connection therewith Any with the Property and the aforesaid property (including, but not limited to, computing, communications and electronic equipment), all indemnities and other agreements delivered in connection with such agreements, (iii) other than the trade names of third party franchisors, all names under or by which the Property or the Hotel thereon may at any time be operated or known, all rights to carry on business under such names or any variant thereof, and all negotiable instrumentsgood will, promissory notestrade names and trademarks relating in any way to the Property or the Hotel and (iv) the rights, acceptancestitle and interests of Lessee under that certain Pledge Agreement (the "Pledge Agreement") with the shareholders of [INSERT LIQUOR LICENSE COMPANY NAME] (the "Liquor License Company") and the stock powers executed in connection with the Pledge Agreement. c. All goods, draftspersonal property, checksfurniture, certificatesfixtures and equipment owned by Lessee and now or hereafter located in or on the Property and/or used in the operation and occupancy thereof, including, without limitation, all furniture and furnishings; and d. All accessions to, substitutions and replacements for, and all proceeds and claims arising on account of any damage to or taking of, the aforesaid property or any improvements thereon or any part thereof, including, without limitation, proceeds of insurance policies, and all causes of action and recoveries for any loss or diminution in the value thereof of any improvements. Lessee agrees that Lessee shall have all of the rights and remedies of a first priority secured party under the Uniform Commercial Code as enacted in the State of Texas, including the right of set-off against any funds on deposit with Lessor. All of the rights and remedies available to the Lessor under the Uniform Commercial Code, as enacted in the State of Texas, are in addition to any other rights of Lessor set forth in this Agreement, and the security interest pledged, assigned and granted to the Lessor by this Agreement is not intended in any way to limit the aforesaid rights and remedies of the Lessor. Lessee agrees to execute all other reasonable documentation (including UCC financing statements) necessary to effectuate the foregoing.

Grant of Security Interest. To secure As collateral security for the due payment and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit sum of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any the aggregate undrawn amount of the foregoing and the rights under any security agreement granting a security interest in such collateraloutstanding Letter of Credit, (b) the aggregate amount of all goodspayments made by the Bank pursuant to the Letter of Credit that have not yet been reimbursed by or on behalf of the Applicant at such time, and (c) any fees, expenses, all other amounts arising under the LC Agreements (the indebtedness described in clauses (a) through (c) whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, are hereinafter referred to collectively as the “Obligations”), the sale Company hereby pledges, assigns, sets over and transfers to the Bank, and grants to the Bank a first security interest in, the following deposit account: Depository Bank and Address: Account Number Name Standard Chartered Bank 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 xxxx Standard Chartered Bank Cash Collateral Account for Ref: Pacific International Drilling West Africa Limited and all roll-over, renewal, extension, successor and substitute deposits and certificates of which gave rise to any kind evidencing such account (all of the foregoingforegoing are hereinafter referred to as the “Account”), includingand all present and future (a) amounts and deposits in the Account, without limitation, all rights (b) investments made or acquired with such amounts in any returned or repossessed goods and unpaid seller's rightsthe Account, (c) all guaranteesinterest, endorsements dividends, income, rights, distributions and indemnifications onincrements of whatsoever nature in, or relating to, or arising out of, any of or receivable from, the foregoing Account, and (d) proceeds of all powers of attorney for the execution foregoing (hereinafter referred to collectively, with the Account, as the “Collateral”). The Company acknowledges that the Bank may roll over the funds on deposit in the Account to an account in another branch of any evidence the Bank outside the United States, and that such funds and such other account shall be included as part of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthe “Collateral” hereunder.

Grant of Security Interest. To secure Each Grantor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers to the payment Collateral Trustee, for its benefit and performance the ratable benefit of each of the Secured Obligations as Parties, and when duehereby grants to the Collateral Trustee, Trustor (as debtor) hereby grants, conveys, pledges, assigns for its benefit and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and each of the Holdersother Secured Parties, a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsof such Grantor’s following property, whether now owned and existing or hereafter existing, owned or acquired or arisingby such Grantor, and wherever located (collectively for all Grantors, the “Collateral”): (a) all equipment in all of its forms of such Grantor, wherever located, and all machinery, apparatus, installation facilities and other tangible personal property, and all parts thereof and all accessions, additions, attachments, improvements, substitutions, replacements and proceeds thereto and therefor (any and all of the foregoing being the “Equipment”); (b) all inventory in all of its forms of such Grantor, wherever located, including (i) all oil, gas, or other hydrocarbons and all products and substances derived therefrom, all raw materials and work in process therefore, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions thereto, products thereof and documents therefore (any and all such inventory, materials, goods, accessions, products and documents being the “Inventory”); (c) all accounts, money, payment intangibles, deposit accounts (including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any Deposit Account listed on Item G of Schedule II, each Collateral Account and all "amounts on deposit therein and all cash equivalent investments carried therein and all proceeds thereof), contracts, contract rights, all rights constituting a right to the payment of money, chattel paper" as , documents, documents of title, instruments, letters of credit, letter-of-credit rights and General Intangibles of such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services renderedGrantor, whether or not earned by performance or arising out of or in connection with the sale or lease of goods or the rendering of services, including all moneys due or to become due in repayment of any loans or advances, and all rights of such Grantor now or hereafter existing in respect and to all security agreements, guaranties, leases, agreements and other contracts securing or otherwise relating to any such accounts, money, payment intangibles, deposit accounts, contracts, contract rights, rights to the payment of the Account Debtormoney, including without limitation chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit rights and General Intangibles (any and all such accounts, money, payment intangibles, deposit accounts, contracts, contract rights, rights constituting or evidenced by to the payment of money, chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit rights and General Intangibles being the “Receivables”, and any Accountand all such security agreements, Chattel Paper or Instrumentguaranties, together with leases, agreements and other contracts being the “Related Contracts”); (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (bd) all goods, the sale Intellectual Property Collateral of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, such Grantor; (ce) all guaranteesbooks, endorsements correspondence, credit files, records, invoices, tapes, cards, computer runs, writings, data bases, information in all forms, paper and indemnifications ondocuments and other property relating to, used or ofuseful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1; (f) all governmental approvals, permits, licenses, authorizations, consents, rulings, tariffs, rates, certifications, waivers, exemptions, filings, claims, orders, judgments and decrees (each a “Governmental Approval”), to the extent a security interest may be granted therein; provided that any Governmental Approval that by its terms or by operation of law would be void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder is expressly excepted and excluded from the Liens and terms of this Security Agreement, including the grant of security interest in this Section 2.1; (g) all interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Grantor against fluctuations in interest rates or currency exchange rates and all commodity hedge, commodity swap, exchange, forward, future, floor, collar or cap agreements, fixed price agreements and all other agreements or arrangements designed to protect such Grantor against fluctuations in commodity prices; (h) to the extent not included in the foregoing, all bank accounts, investment property, fixtures and supporting obligations; (i) all Pledged Interests, Pledged Notes, Pledged Shares and any other Pledged Property and all Distributions, interest, and other payments and rights with respect to such Pledged Property; (j) all accessions, substitutions, replacements, products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) and (dk) and proceeds deposited from time to time in any lock boxes of such Grantor, and, to the extent not otherwise included, all payments and proceeds under insurance (whether or not the Collateral Trustee is the loss payee thereof), or any condemnation award, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the Collateral); and (k) all powers of attorney for such Grantor’s other property and rights of every kind and description and interests therein, including without limitation, all other “Accounts”, “Certificated Securities”, “Chattel Paper”, “Commercial Tort Claims” (including those set forth on Item I of Schedule II attached hereto (as such schedule may be updated from time to time in accordance with Section 4.8 hereof)), “Commodity Accounts”, “Commodity Contracts”, “Deposit Accounts”, “Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Letters of Credit”, “Money”, “Proceeds”, “Securities”, “Securities Accounts”, “Security Entitlements”, “Supporting Obligations” and “Uncertificated Securities” as such terms are defined in the execution of UCC. Notwithstanding anything to the contrary contained in this Security Agreement (including this Section 2.1) or in any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instrumentsNote Document, promissory notes, acceptances, drafts, checks, certificatesthe term “Collateral” shall not include any Excluded Assets.

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as and when due1.1 Company hereby assigns, Trustor (as debtor) hereby grantstransfers, conveysmortgages, pledges, assigns delivers, conveys and transfers grants to Beneficiary (as secured party)Agent, as agent and representative for the equal and ratable benefit on behalf of Trustee Agent and the HoldersBanks, a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, the following described property of Company whether it is now owned and or existing or hereafter arising or acquired or arising(all of which is herein called "Collateral"): (a) all accounts, accounts receivable, rights under contracts, chattel paper, tax refunds, general intangibles, instruments, and wherever locatedall obligations due Company for goods sold or to be sold, includingor leased or to be leased, without limitationor services rendered or to be rendered, the following but expressly excluding in each case ("Accounts"); (b) all inventory, whether raw materials, work-in-process, finished goods, parts or supplies or otherwise; all goods, merchandise and other property held for sale or lease or to be furnished under any Excluded Assets: 9.1.1. Any contract of service; and all documents of title covering any goods which are or are to become inventory ("chattel paper" Inventory"); (c) all leases and rental agreements for personal property between Company as such term is defined in Section 9-105(blessor (whether by origination or derivation) of the UCC and any and all persons or parties as lessee(s), and all rentals, purchase option amounts, and other sums due thereunder (the "Chattel Paper"); 9.1.2. Any (d) all machinery, equipment, furniture, fixtures, tools, motor vehicles, and all "accounts" as such term is defined accessories, parts and equipment now or hereafter affixed thereto or used in Section 9-106 connection therewith, and all other tangible personal property (all of the UCC (the foregoing being herein called "AccountsEquipment");; and 9.1.3. Any (e) all cash and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect non-cash proceeds of any of the Account Debtorforegoing received upon the sale, exchange, collection or other disposition of same including without limitation all such rights constituting insurance payable by reason of loss or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise damage to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates.

Grant of Security Interest. To secure (a) This Agreement constitutes a security agreement and the payment and performance of Loan Advances effected hereby constitute secured loans by the Secured Obligations as and when dueapplicable Lenders to the Borrower under Applicable Law. For such purpose, Trustor (as debtor) the Borrower hereby grantstransfers, conveys, pledges, assigns and transfers grants as of the Effective Date to Beneficiary (as secured party)the Administrative Agent, as agent and representative for the equal Secured Parties, a lien and ratable benefit continuing security interest in all of Trustee the Borrower’s right, title and the Holders, security interests (collectively, the "Security Interest") interest in, all right, title, claim, estate to and interest under (in and to all Personalty and Fixtures, other than Excluded Assetseach case, whether now owned and existing or existing, or hereafter acquired or arising) all Accounts, Cash, General Intangibles, Instruments and Investment Property and any and all of the following property (the “Collateral”): (i) all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities; (ii) the Accounts and all Cash and Financial Assets credited thereto and all income from the investment of funds therein; (iii) all Transaction Documents to which the Borrower is a party; (iv) all funds delivered to the Collateral Custodian (directly or through a bailee); (v) all Collections, rights in Underlying Assets and Underlying Instruments, Insurance Policies, all Required Loan Documents and related records and assets; (vi) all accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Borrower described in the preceding clauses; and (vii) any and all other property of any type or nature owned by the Borrower; in each case, whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located, includingto secure the prompt and complete payment and performance in full when due, without limitationwhether by lapse of time, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) acceleration or otherwise, of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 Obligations of the UCC (the "Accounts"); 9.1.3. Any Borrower arising in connection with this Agreement and all rights to payment for goods sold or leased or services renderedeach other Transaction Document, whether now or not earned by performance and all rights in respect of the Account Debtorhereafter existing, due or to become due, direct or indirect, or absolute or contingent, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure Obligations. Notwithstanding any of the foregoing and the rights under any security agreement granting other provisions set forth in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any Excluded Amounts, (B) any amounts received by the Borrower from an Obligor following the sale of the related Loan by the Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such collateralLoan, and (C) any property to the extent that such grant of a security interest is prohibited by any Applicable Law not in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law, provided that (x) immediately at such time as the prohibition shall no longer be applicable, such security interest shall attach immediately to such assets and (y) the Collateral includes any Proceeds of any such assets. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Each of the Administrative Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such agreement. The reasonable and documented out-of-pocket expenses of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at the rate per annum applicable to Advances, shall be payable by the Borrower to the Administrative Agent on demand and shall constitute Obligations secured hereby. (b) all goods, The grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation or an assumption by the sale of which gave rise to Administrative Agent or any of the foregoingother Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, including(i) the Borrower shall remain liable under any applicable Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, without limitation(ii) the exercise by the Administrative Agent, all as agent for the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any returned of its duties or repossessed goods obligations under any applicable Collateral, and unpaid seller's rights(iii) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (c) all guaranteesNotwithstanding anything to the contrary, endorsements the Borrower, the Collateral Manager, the Administrative Agent, the Collateral Custodian and indemnifications oneach Lender hereby agree to treat, and to cause each of their respective Affiliates to treat, each Note as indebtedness for purposes of United States federal and state income tax or state franchise tax to the extent permitted by Applicable Law and shall file its tax returns or reports, or ofcause its Affiliates to file such tax returns or reports, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesa manner consistent with such treatment.

Grant of Security Interest. To secure the payment and performance Guarantor hereby grants to Lender a security interest in all of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit personal property of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever locatedGuarantor, including, without limitation, the following but expressly excluding in each case personal property of Guarantor, wherever located, now owned or existing or hereafter acquired or created (the “Collateral”): a. All inventory, all proceeds and products thereof and all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any Excluded Assets:of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the “Inventory”). 9.1.1b. All accounts and all proceeds thereof (collectively, the “Accounts”). c. All equipment and goods, all motor vehicles, all proceeds and products of the foregoing and all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the “Equipment”). d. All general intangibles (including, without limitation, all contracts to which Guarantor is a party) and all documentation and supporting information related thereto, all rents, profits and issues thereof, and all proceeds thereof. e. All of the following (collectively, the “Financial Obligations Collateral”): i. Any and all promissory notes and instruments payable to or owing to Guarantor or held by Guarantor; ii. Any and all "leases under which Guarantor is the lessor; iii. Any and all chattel paper" paper in favor of, owing to, or held by Guarantor, including, without limitation, any and all conditional sale contracts or other sales agreements, whether Guarantor is the original party or the assignee; iv. Any and all security agreements, collateral and titles to motor vehicles which secure any of the foregoing obligations; and v. All amendments, modifications, renewals, extensions, replacements, additions, and accessions to the foregoing and all proceeds thereof. f. All deposit accounts, including without limitation, all interest, dividends or distributions accrued or to accrue thereon, whether or not due, and all proceeds thereof. g. All investment property, all interest, dividends or distributions accrued or to accrue thereon, whether or not due, and all proceeds thereof. h. All documents, all amendments, modifications, renewals, extensions, replacements, additions, and accessions thereto, and all proceeds thereof. i. All letter-of-credit rights, all amendments, modifications, renewals, extensions, replacements, additions, and accessions thereto, and all proceeds thereof. j. All supporting obligations, all amendments, modifications, renewals, extensions, replacements, additions, and accessions thereto, and all proceeds thereof. k. All “commercial tort claims”, as such term is defined in Section 9-105(b9a-102(13) of the UCC (the "Chattel Paper");Uniform Commercial Code. 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 l. All of the UCC following (the "Accounts");collectively, “Intellectual Property”): 9.1.3. Any i. All right, title and all rights interest of Guarantor in and to payment for goods sold or leased or services rendered, whether or not earned by performance provisional and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing non-provisional patent applications and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingpatents, including, without limitation, all proceeds thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to sxx for past, present and future infringements, all rights corresponding thereto throughout the world, and all reissues, divisions, substitutes, continuations, renewals, extensions, and continuations-in-part thereof, and any foreign equivalents and improvements thereof (collectively, the “Patents”); ii. All right, title and interest of Guarantor in and to any returned registration or repossessed goods application for registration of trademarks (other than any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed)) and unpaid seller's rightsservice marks, unregistered trademarks and service marks, trade dress, logos, designs, fictitious business names, any business identifier and any other indicia of origin, including, without limitation, all renewals thereof, all proceeds thereof (c) such as, by way of example, license royalties and proceeds of infringement suits), the right to sxx for past, present and future infringements, and all guaranteesrights corresponding thereto throughout the world (collectively, endorsements the “Trademarks”), and indemnifications onthe good will of the business to which each of the Trademarks relates; iii. All copyrights of Guarantor and all rights and interests of every kind of Guarantor in copyrights and works protectible by copyright, copyright registrations, applications for copyright registrations, unregistered copyrights, and all renewals and extensions thereof, and in and to the copyrights and rights and interests of every kind or ofnature in and to all works based upon, incorporated in, derived from, incorporating or relating to any of the foregoing and (d) all powers or from which any of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any foregoing is derived, and all negotiable instrumentsproceeds thereof (such as, promissory notesby way of example, acceptanceslicense royalties and proceeds of infringement suits), draftsthe right to sxx for past, checkspresent and future infringements, certificatesand all rights corresponding thereto throughout the world (collectively, the “Copyrights”); iv. All of Guarantor’s trade secrets and other proprietary information, and all proceeds thereof (collectively, the “Trade Secrets”); v. All right, title, and interest of Guarantor in, to and under license agreements and contracts concerning Patents, Trademarks, Copyrights, and Trade Secrets, all amendments, modifications, and replacements thereof, all royalties and other amounts owing thereunder, and all proceeds thereof (collectively, the “Licenses”); and vi. All internet domain names and addresses of Guarantor and all proceeds thereof. m. To the extent not otherwise included, all proceeds, tort claims, insurance claims, and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. Guarantor and Lender acknowledge their mutual intent that all security interests contemplated herein are given as a contemporaneous exchange for new value to Guarantor, regardless of when advances to Guarantor are actually made or when the Collateral is created or acquired.

Grant of Security Interest. To secure the payment and performance (a) As collateral security for all of the Secured Obligations as Guaranteed Other Obligations, the Grantor hereby pledges and when dueassigns to the Collateral Agent, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative the Collateral Agent for the equal and ratable benefit of Trustee and the Holders, Lenders a continuing security interests (collectively, the "Security Interest") interest in, all rightpersonal property and fixtures of the Grantor, title, claim, estate wherever located and interest in whether now or hereafter existing and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired acquired, of every kind and description, tangible or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingintangible, including, without limitation, all rights of the Grantor's right, title and interest in and to the following (the "Collateral"): (i) all equipment of any kind including, without limitation, all furniture, fixtures and machinery, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, together with all substitutes, replacements, accessions and additions thereto, and all tools, parts, accessories and attachments used in connection therewith (hereinafter collectively referred to as the "Equipment"); (ii) all inventory of any kind wherever located and whether now or hereafter existing and whether now owned or hereafter acquired (including, without limitation, all types of inventory, merchandise, goods, property and other assets that are held by the Grantor for sale, lease or other disposition or to be furnished under a contract for services, whether such inventory, merchandise, goods, property and other assets are raw, in process or finished goods, and materials used or consumed in the business of the Grantor, and goods returned to or repossessed by the Grantor and goods in which the Grantor has an interest in mass or in joint or other interest or right of any kind, including consigned goods and unpaid sellergoods being processed), and all accessions thereto and products thereof and all packing and shipping materials (any and all such inventory, accessions and products being hereinafter referred to as the "Inventory"); (A) all present and future accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations of any kind arising out of or in connection with the sale, lease or other disposition of goods or the rendering of services or otherwise; (B) all of the Grantor's right, title and interest, and all of the Grantor's rights, remedies, security and Liens, in, to and in respect of any credit insurance, accounts (cincluding, without limitation, rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party), guaranties or other contracts of suretyship with respect to accounts, and deposits or other security for the obligation of any Account Debtor; (C) all guarantees, endorsements and indemnifications onrights relating to the sale or other transfer of property to, or ofthe construction, any renovation, processing or other improvement of property by or for the Grantor; (D) all rights now or hereafter existing in and to all letters of credit, security agreements, leases and other contracts now or hereafter existing and securing or otherwise relating to such accounts, contract rights, chattel paper, instruments, documents, general intangibles or other rights or obligations (including, without limitation, the contracts described in Schedule I hereto); and (E) all of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesGrantor's right,

Grant of Security Interest. To secure the full and prompt payment and performance of the Secured Obligations as and when duedue (whether at the stated maturity, Trustor by acceleration or otherwise), including all renewals, extensions, restructurings and refinancings of any or all of the Obligations, each Loan Party hereby grants to Lender a continuing Lien (subject only to the Permitted Encumbrances (as debtorapplicable) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest"Intercreditor Agreement) in, all right, title, claim, estate and interest in and to all Personalty right, title and Fixturesinterest of such Loan Party in any and all assets and all property of such Loan Party, other than Excluded Assets, all whether now owned and existing or hereafter created, arising or acquired or arising, and wherever located, including all of the following: (i) all Accounts, Chattel Paper (including all Electronic Chattel Paper and Tangible Chattel Paper), Commercial Tort Claims, Deposit Accounts, Documents (including all warehouse receipts and bills of lading), Equipment, Fixtures, General Intangibles (including all Payment Intangibles and Software), Goods, Instruments (including all Promissory Notes and Negotiable Instruments), Inventory (including all stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, and materials used or consumed in such Loan Party’s business), Investment Property and Financial Assets (including all Commodity Accounts, Commodity Contracts, Securities (including all Certificated Securities and Uncertificated Securities), Security Entitlements and Securities Accounts), Letter of Credit Rights and Money, (ii) all parts, substitutions or replacements to or of or accessories to any tangible assets and property included in the foregoing, and all Software and computer programs embedded in the foregoing, and all Accessions to the foregoing, (iii) all Supporting Obligations for any of the foregoing and all rights of such Loan Party in any property belonging to any third party in which a Lien of any kind or nature has been granted to such Loan Party to secure the payment or performance of any third party under or with respect to any of the foregoing, (iv) all Records, books, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or realization thereupon and all other business books and Records of such Loan Party, and (v) all cash and non-cash Proceeds (including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any insurance proceeds), products, rents and profits of all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates;

Grant of Security Interest. To secure the prompt payment and performance to Lender of the Secured Obligations as Obligations, whether now existing or hereinafter arising, Guarantor hereby irrevocably grants to Lender, a first and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsof the following property of Guarantor, whether now owned and or existing or hereafter acquired acquired: all assets of Guarantor, including all Accounts, chattel paper, commercial tort claims set forth on Schedule 3.1 hereto, deposit accounts and other bank accounts wherever maintained and established (and all funds at any time paid, deposited, credited or arisingheld in such accounts), documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, all fictional business names, trading names, registered and unregistered trademarks, service marks, domain names and the goodwill associated with any of the foregoing, all patents, patent applications, inventions and discoveries that may be patentable, all copyrights in both published and unpublished original works of authorship (whether registered or unregistered), the moral and economic rights of authors and inventors, all know-how, trade secrets, confidential information, customer lists, technical information, data, process technology, plans, drawings, and wherever locatedblue prints, in each case, as owned, used, or licensed by the Guarantor as licensee or licensor in the operation of the Guarantor’s business, software (for purposes of this definition of Collateral only, “software” shall have the meaning provided in Article 9 of the UCC), supporting obligations, contract rights and all books and records related to the foregoing and all proceeds (including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" “proceeds” as such term is defined in Section 9-105(bArticle 9 of the UCC) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, includingincluding without limitation interest, without limitationdividends, cash, instruments, insurance proceeds and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all rights in any returned or repossessed goods of the foregoing and unpaid seller's rights, (c) all guarantees, endorsements additions and indemnifications on, or of, accessions to any of the foregoing and (d) the foregoing, together with any other asset in which Guarantor shall grant a security interest to Lender, to secure the Obligations, collectively, the “Collateral”). Guarantor will supplement this Guaranty from time to time at Lender’s request to grant Lender a first security interest in all powers of attorney for the execution of commercial tort claims that Guarantor may at any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatestime have against any Person.

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as Obligations, including all renewals, extensions, restructurings and when duerefinancings of any or all of the Obligations, Trustor (as debtor) each Borrower hereby grantsgrants to Lender a continuing security interest, conveys, pledges, assigns lien and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest mortgage in and to all Personalty right, title and Fixtures, other than Excluded Assetsinterest of such Borrower in the following property of such Borrower, whether now owned and or existing or hereafter acquired or arisingarising and regardless of where located (all being collectively referred to as the "Collateral"): (A) Accounts; (B) Inventory, (C) General Intangibles; (D) instruments (as defined in the UCC); (E) proceeds of Loans made hereunder; (F) documents (as defined in the UCC) or other receipts covering, evidencing, or representing goods; (G) investment property (as defined in the UCC); (H) chattel paper (as defined in the UCC); (I) fixtures (as defined in the UCC); (J) Equipment (other than leased Equipment); (K) Intellectual Property; (L) monies, securities and other property now or hereafter held or received by, or in transit to Lender from or for such Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and wherever locatedall of such Borrower's deposits and credit balances in Lender's possession; (M) all deposit accounts of such Borrower maintained with any bank or financial institution; (N) all cash and other monies and property of Borrower in the possession or under the control of Lender or any participant; (O) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the property described above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (P) proceeds of all or any of the property described above, including, without limitation, the following but expressly excluding in each case proceeds of any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure insurance policies covering any of the foregoing and above described property. Notwithstanding the rights under foregoing, the Collateral shall not include any security agreement computer software that is licensed to a Borrower if the license of such software prohibits the granting of a security interest in such collateraltherein. Recourse to the collateral security herein provided shall not be required, (b) and Borrower shall at all goods, times herein remain liable for the sale payment and performance of which gave rise to any all of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesObligations as provided herein.

Grant of Security Interest. To secure (a) As security for the payment Obligations, each Borrower hereby grants to the Lender a continuing security interest in, lien on, and performance assignment of all of the Secured Obligations as Property of such Borrower including, without limitation: (i) all Receivables, Equipment, Assigned Contracts, wherever located and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired arising or arisingacquired; (ii) all Items, securities and wherever locatedother property and the Proceeds thereof, now or hereafter held or received by, or in transit to, the Lender from or for such Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, including, without limitation, all of such Borrower's deposit accounts, credits, and balances with the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any Lender and all "chattel paper" as claims of such term is defined in Section 9-105(b) of Borrower against the UCC Lender at any time existing; (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (biii) all goodsof such Borrower's deposit accounts with any financial institutions with which such Borrower maintains deposits; and (iv) all books, the sale of which gave rise records and other Property relating to or referring to any of the foregoing, including, without limitation, all books, records, ledger cards, data processing records, computer software and other property and general intangibles at any time evidencing or relating to the Receivables, Equipment, Assigned Contracts, Proceeds, and other property referred to above (all of the foregoing, and all other property in which the Lender may at any time be granted a Lien, being herein collectively referred to as the "COLLATERAL"). The Lender shall have all of the rights of a secured party with respect to the Collateral under the UCC and other applicable laws. Items shall be deemed to constitute Collateral upon delivery by a Borrower to the Collateral Agent, and shall continue as such until duly deposited in any returned or repossessed goods and unpaid seller's rightseither of the Accounts. (b) All Obligations shall constitute a single loan secured by the Collateral. The Lender may, in its sole discretion, (ci) all guaranteesexchange, endorsements and indemnifications onwaive, or of, release any of the foregoing Collateral, (ii) apply Collateral and direct the order or manner of sale thereof as the Lender may determine, and (diii) settle, compromise, collect, or otherwise liquidate any Collateral in any manner, all powers of attorney for without affecting the execution of Obligations or the Lender's right to take any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesaction with respect to any other Collateral.

Grant of Security Interest. To secure As collateral security for the payment payment, performance and performance observance of all of the Debtor's Obligations to Secured Obligations as and when dueParty, Trustor (as debtor) Debtor hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Secured Party a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty a right of setoff against the following property (including the proceeds and Fixtures, other than Excluded Assets, insurance proceeds thereof) of Debtor whether now owned and existing or owned by the Debtor or hereafter acquired owned, acquired, created or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC arising (the "Chattel PaperCollateral");. 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingAll general intangibles, including, without limitation, all information regarding customer lists, markets, market shares relating to all of Debtor's product lines; all product lines, secrets, patents, trade names and marks, customer lists, goodwill, Debtor's name, and all contract rights, including but not limited to all of Debtor's interest in licenses, software, programs, agreements with end-user customers for software and programs, source codes, all fees paid to Debtor, and all other intangible and intellectual property of every kind and description. (b) All accounts receivable of the Debtor, all contract rights of the Debtor with regard to such accounts receivable; all rights of the Debtor to the payment of fees money from any person, firm, corporation or governmental agency; all tax refunds; all interest of the Debtor in goods as to which an account receivable shall have arisen; all files, records (including without limitation computer programs, tapes and related electronic data processing software) and writings of the Debtor or in which it has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by the Debtor or in which it has an interest which are now or may hereafter be in the possession of the Secured Party or as to which the Secured Party may now or hereafter control possession by documents of title or otherwise; all notes receivable of the Debtor; all property rights of the Debtor to retrieval from third parties of electronically processed and recorded information pertaining to any of the foregoing property; and all proceeds and products of all of the foregoing. (c) All inventory of the Debtor including, without limitation, any and all goods, wares, merchandise and other tangible personal property including raw materials, work in process, supplies and components, office supplies, paper, shipping supplies and finished goods whether or not held by the Debtor for sale or other disposition, and also including any returned or repossessed goods goods, wares, merchandise and unpaid seller's rightsother tangible personal property, (c) all guaranteesrights to stoppage in transit, endorsements all products of and indemnifications onaccessions to any and all of the foregoing and including documents of title, whether negotiable or ofnonnegotiable, representing any of the foregoing and items. (d) All machinery and equipment and other tangible personal property with related accessories and parts, molds, office furniture, furnishings and fixtures and trade fixtures whether now owned or hereafter acquired by Debtor and any and all powers of attorney for additions, substitutions, accessions and proceeds thereto or thereof, and all leases and rental agreements relating thereto. Although proceeds are covered by this Agreement, the execution Secured Party has not and does not authorize the sale or transfer of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthe Collateral by the Debtor.

Grant of Security Interest. (a) To secure the payment prompt and complete payment, performance and observance of all of the Secured Obligations, and to induce Agent and Lenders to enter into the Credit Agreement and to make the Loans and incur Letter of Credit Obligations and Eligible Trade L/C Obligations as provided for therein in accordance with the terms and when dueconditions thereof, Trustor (as debtor) each Grantor hereby grants, assigns, conveys, mortgages, pledges, assigns hypothecates and transfers to Beneficiary (as secured party)Agent, as agent for itself and representative for the equal and ratable benefit of Trustee Lenders, a security interest in its right, title and the Holders, security interests (collectively, the "Security Interest") interest in, all right, title, claim, estate to and interest in and to all Personalty and Fixtures, other than Excluded Assetsunder the following, whether now owned and existing by or owing to, or hereafter acquired by or arisingarising in favor of such Grantor (including under any trade names, styles or derivations thereof), and wherever locatedwhether owned or consigned by or to, includingor leased from or to, without limitationsuch Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the following but expressly excluding in each case any Excluded Assets:"Collateral"): 9.1.1. Any (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all deposit accounts now or hereafter established by Borrower, all cash deposited therein from time to time and all "chattel paper" as such term is defined other monies, cash, cash equivalents and property of Borrower or any other Grantor in Section 9-105(b) the possession or under the control of the UCC (the "Chattel Paper")Agent or any Lenders; 9.1.2. Any and (v) all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts")Documents; 9.1.3. Any (vi) all General Intangibles; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and all rights related data processing software that at any time evidence or contain information relating to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing property described in (i) through (ix) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (xi) all Proceeds of and all accessions to, substitutions and replacements for, and rents, profits and products of all or any of the property described in (i) through (x) above. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Agent and Lenders as aforesaid, each Grantor hereby grants to Agent, for itself and the rights under any security agreement granting ratable benefit of Lenders, a security interest in the property of such collateralGrantor held by Agent or any Lender, (bconsisting of property described above in Section 2(a) all goodsnow or hereafter in the possession or custody of or in transit to Agent or any Lender, for any purpose, including safekeeping, collection or pledge, for the sale account of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications onsuch Grantor, or of, as to which such Grantor may have any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness right or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatespower.

Grant of Security Interest. To secure As collateral security for the payment and performance of the Secured Obligations as Indebtedness and when dueany and all other liabilities of Borrower to Lender, Trustor (as debtor) direct or contingent, of any nature whatsoever, including both purchase money and non-purchase money transactions, Borrower hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Lender a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsthe following, whether such property is now owned and or existing or hereafter acquired is owned, acquired, or arising, and wherever locatedarises hereafter, including, without limitation, the following but expressly excluding in each case any Excluded Assetsacquisition by contract or by operation of law: 9.1.1. Any (a) all inventory, equipment (including any and all "chattel paper" as such term is defined computer hardware and components), machinery and fixtures of Borrower, in Section 9-105(b) of the UCC (the "Chattel Paper")all forms and wherever located, and all parts and products thereof, all accessories thereto, and all documents therefor; 9.1.2. Any (b) all accounts and all "accounts" as such term is defined in Section 9-106 receivables of the UCC (the "Accounts")Borrower; 9.1.3. Any and (c) all goods or other property represented by or securing any account or receivable of Borrower; (d) all rights to payment for of Borrower as a seller of goods sold or leased an unpaid seller or services rendered, whether or not earned by performance and all rights in respect of the Account Debtorlienor, including without limitation all such rights constituting or evidenced by any Accountstoppage in transit, Chattel Paper or Instrument, together with replevin and reclamation; (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (be) all goodscontract rights of Borrower including, without limitation, rental lease contracts for Inventory; (f) all other rights of Borrower to the sale payment of which gave rise to any of the foregoingmoney, including, without limitation, amounts due from Affiliates of Borrower, tax refunds and insurance proceeds; (g) all rights of Borrower in any returned or repossessed goods and unpaid seller's rights, as to which a receivable shall have arisen; (ch) all guaranteesgoods, endorsements instruments, documents, policies and indemnifications oncertificates of insurance, securities, chattel paper, deposits, cash or ofother property owned by Borrower or in which it has an interest; (i) all general intangibles of Borrower (including, without limitation, any rights of Borrower to retrieval from third parties of electronically processed and recorded information pertaining to any of the foregoing and property); (dj) all powers files, records, books, ledger cards (including without limitation, computer programs, tapes and related electronic data processing software) and writings of attorney for Borrower or in which it has an interest in any way relating to the execution foregoing property; (k) all licenses, patents, patent applications, copyrights, trademarks, trademark applications, trade names, assumed names, service marks and service xxxx applications of Borrower; (l) all other personal property of Borrower of any evidence kind or type whatsoever, including without limitation all signage pertaining to any store locations of indebtedness or security or other writing Borrower; and (m) all additions, substitutions, replacements, accessions, proceeds and products of all of the foregoing described in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthis Section 8.1.

Grant of Security Interest. To secure the prompt payment and performance of all of the Secured Obligations as and when dueObligations, Trustor (as debtor) each Credit Party hereby grantsgrants to Agent, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee itself as Agent and for the HoldersPro Rata benefit of Lenders, a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and Lien upon all of the following Property and interests in Property of such Credit Party (except to all Personalty and Fixtures, other than the extent such Property constitutes Excluded AssetsCollateral), whether now owned and or existing or hereafter created, acquired or arising, arising and wherever wheresoever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b(i) of the UCC All Accounts; (the "ii) All Inventory; (iii) All Equipment; (iv) All Instruments; (v) All Chattel Paper"; (vi) All Documents; (vii) All General Intangibles; (viii) All Deposit Accounts; (ix) All Investment Property (but excluding any portion thereof that constitutes Margin Stock unless otherwise expressly provided in any Loan Documents); 9.1.2. Any (x) All monies now or at any time or times hereafter in the possession or under the control of Agent or a Lender or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral in the Cash Collateral Account; (xi) All proceeds of claims of the Credit Parties for recovery or avoidance, as the case may be, of obligations, transfers of Property, or interests in Property, offsets, lawful currency or its equivalents, and other types or kinds of Property (or the value thereof) recoverable or avoidable under Chapter 5 of the Bankruptcy Code in the Bankruptcy Case or under other Applicable Law; (xii) All accessions to, substitutions for and all "accounts" as such term is defined in Section 9replacements, products and cash and non-106 cash proceeds of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtori) through (xi) above, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together proceeds of and unearned premiums with (a) any collateral assigned, hypothecated or held respect to secure insurance policies insuring any of the foregoing Collateral and claims against any Person for loss of, damage to or destruction of any of the rights under any security agreement granting a security interest in Collateral; and (xiii) All books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs, and other computer materials and records) of such collateral, (b) all goods, the sale of which gave rise Credit Party pertaining to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (ci) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and through (dxii) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesabove.

Grant of Security Interest. To In order to secure the prompt payment and performance of the Secured Obligations as and in full when due, Trustor (as debtor) hereby grantswhether by lapse of time, conveysacceleration, pledgesmandatory prepayment or otherwise, assigns and transfers to Beneficiary (as secured party), as agent and representative for of the equal and ratable benefit of Trustee and the Holders, security interests (collectivelyObligations, the "Security Interest") Pledgor hereby grants to the Administrative Agent and pledges and creates a security interest in, all of its right, titletitle and interest, claimin, estate to and interest in and to all Personalty and Fixtures, other than Excluded Assetsunder the following, whether now owned and existing or hereafter acquired or arising, arising and wherever located, including, without limitation, for the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) benefit of the UCC Secured Parties (the "Chattel Paper"“Collateral”): (a) all of the Pledgor’s rights, titles, interests and privileges in and to the Capital Commitments, Uncalled Capital Commitments, and the Capital Contributions made by its Investors; (b) all of the Pledgor’s rights, titles, interests, remedies, and privileges under the Investor Documents (i) to issue and enforce Drawdowns and Pending Drawdowns, (ii) to receive and enforce Capital Contributions and (iii) relating to Drawdowns, Pending Drawdowns, Capital Commitments and Capital Contributions; (c) Account Number [ACCOUNT NUMBER], at U.S. BANK NATIONAL ASSOCIATION (the “Account Bank”), ABA Number [ABA NUMBER], and any extensions or renewals thereof, if the account is one which may be extended or renewed, and any successor or substitute accounts (the “Collateral Account”); 9.1.2. Any (d) all of the Pledgor’s right, title, and interest (whether now existing or hereafter created or arising) in and to the Collateral Account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon; and (e) all proceeds and products of any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checksdocuments, certificates, and other writings evidencing the Collateral Account.

Grant of Security Interest. 1-1. To secure the payment Borrower's prompt, punctual, and faithful performance of all and each of the Secured Obligations as and when due, Trustor Borrower's Liabilities (as debtorthat term is defined herein) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectivelyLender, the "Security Interest") in, all right, title, claim, estate and Borrower hereby grants to the Lender a continuing security interest in and to all Personalty the Lender, the following, and Fixtures, other than Excluded Assetseach item thereof, whether now owned and existing or hereafter acquired now due, or in which the Borrower has an interest, or hereafter, at any time in the future, acquired, arising, or to become due, or in which the Borrower obtains an interest, and wherever locatedall products, proceeds, substitutions, and accessions of or to any of the following (all of which, together with any other property in which the Lender may in the future be granted a security interest pursuant hereto, is referred to hereinafter as the "Collateral"): (a) All Accounts and Accounts Receivable; (b) All Inventory; (c) All Contract Rights; (d) All General Intangibles; (e) All Equipment; (f) All Goods; (g) All Chattel Paper; (h) All Fixtures; (i) All books, records, and information relating to the Collateral and/or to the operation of the Borrower's business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained; (j) All Investment Property, Instruments, Documents of Title, Documents, Deposit Accounts, policies and certificates of insurance, Securities, deposits, deposit accounts, money, cash, or other property; (k) All federal, state, and local tax refunds and/or abatements to which the Borrower is, or becomes entitled, no matter how or when arising, including, but not limited to any loss carryback tax refunds; (l) All insurance proceeds, refunds, and premium rebates, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any proceeds of fire and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services renderedcredit insurance, whether or not earned by performance any of such proceeds, refunds, and all rights in respect premium rebates, arise out of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing (a through k), or otherwise; and (m) All liens, guaranties, rights, remedies, and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise privileges pertaining to any of the foregoingforegoing (a through l) including the right of stoppage in transit. 1-2. The within grant of a security interest is in addition to, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or supplemental of, any security interest previously granted by the Borrower to the Lender and shall continue in full force and effect applicable to all Liabilities until this Agreement is specifically terminated in writing by a duly authorized officer of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesLender.

Grant of Security Interest. To secure As security for the due and punctual payment and performance of the Secured Obligations as and when dueObligations, Trustor (as debtor) the Debtor hereby grantsgrants to the Agent, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee the Secured Parties, a continuing security interest in and lien on all of the Holders, security interests (collectively, the "Security Interest") in, all Debtor’s right, title, claim, estate title and interest in and to all Personalty tangible and Fixtures, other than Excluded Assetsintangible property and assets of the Debtor, whether now owned and or existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case together with any Excluded Assets: 9.1.1. Any and all "chattel paper" additions and accessions thereto and replacements therefor and proceeds and products thereof and supporting obligations relating thereto (collectively referred to for purposes of this Section 2 as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"“Collateral”); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with the property described below: (a) all property coming into the possession, control or custody of, or in transit to, the Agent or any collateral assignedagent or bailee for the Agent, hypothecated by or held to secure any for the account of the foregoing and the rights under Debtor, whether expressly as collateral security or for any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingother purpose, including, without limitation, all property left with the Agent, whether held in a general or special account or for safekeeping or otherwise, and including, but not limited to, cash, negotiable instruments, documents of title, chattel paper, securities of any type and/or description coming into the possession and/or control of the Agent in any way (including all dividends, interest, or other rights in connection with any returned such securities), certificates of deposit, deposit accounts, other accounts, interest or repossessed dividends thereon, other cash equivalents, supporting obligations and the products and proceeds therefrom; (b) all tangible personal property, including without limitation all present and future Goods, Inventory (including, without limitation, all merchandise, raw materials, work in process, finished goods and unpaid seller's rightssupplies), machinery, Equipment, motor vehicles, rolling stock, tools, furniture, Fixtures, office supplies, computers, computer software and associated equipment, whether now owned or hereafter acquired, including, without limitation, all tangible personal property used in the operation of the business of the Debtor; (c) all guaranteesrights under all present and future authorizations, endorsements permits, licenses and indemnifications onfranchises issued, granted or of, any licensed to the Debtor for the operation of the foregoing and its business; (d) all powers of attorney for the execution of any evidence of indebtedness rights under all present and future vendor or security or other writing in connection therewith Any customer contracts and all negotiable instrumentsfranchise, distribution, design, consulting, construction, engineering, management and advertising and related agreements; (e) all rights under all present and future leases of real and personal property; (f) all Chattel Paper, including electronic and tangible chattel paper; (g) all Instruments, including promissory notes; (h) all Documents; (i) all Letter of Credit Rights; (j) all commercial tort claims and consumer goods; and all other personal property, including, without limitation, all present and future Accounts, control accounts, cash, cash equivalents, deposits, deposit accounts, loss carry back, tax refunds, insurance policies and proceeds, premiums, rebates and refunds, choses in action, Investment Property, including Certificated and Uncertificated Securities and Security Entitlements, partnership interests, limited liability company interests, contracts, contract rights, General Intangibles (including without limitation, Payment Intangibles and Software, all customer and advertiser mailing lists, intellectual property, intellectual property licenses, patents, copyrights, trademarks, trade secrets, trade names, domain names, goodwill, customer lists, advertiser lists, catalogs and other printed materials, publications, indexes, lists, data and other documents and papers relating thereto, blueprints, designs, charts, and research and development, whether on paper, recorded electronically or otherwise), all websites (including without limitation, all content, HTML documents, audiovisual material, software, data, hardware, access lines, connections, copyrights, trademarks, patents and trade secrets relating to such websites) and domain names, any information stored on any medium, including electronic medium, related to any of the personal property of such Debtor, all financials books and records and other books and records relating, in any manner, to the business of such Debtor, all proposals and cost estimates and rights to performance, all instruments and promissory notes, acceptancesdocuments and chattel paper, draftsand all debts, checksobligations and liabilities in whatever form owing to such Debtor from any person, certificatesfirm or corporation or any other legal entity, whether now existing or hereafter arising, nor or hereafter received by or belonging or owing to such Debtor; and all guaranties and security therefor, and all letters of credit and other supporting obligations in respect of such debts, obligations and liabilities.

Grant of Security Interest. To secure the prompt payment and performance to Secured Party of the Liabilities, Debtor hereby irrevocably grants to Secured Obligations as Party a first, prior and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and Lien upon the following property of Debtor to all Personalty and Fixtures, other than Excluded Assetsthe extent of Debtor's interest therein (the "Collateral"), whether now owned and or existing or hereafter acquired, owned, existing or arising (whether acquired by contract or arising, operation of law) and wherever located, including, without limitation, which shall be retained by Secured Party until all of the following but expressly excluding Liabilities have been paid in each case any Excluded Assetsfull and this Agreement has been terminated: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, All Accounts; (b) All inventory, equipment (including any and all goodscomputer hardware and components), machinery and fixtures of Debtor in all forms and wherever located, and all parts and products thereof, all accessories thereto, and all documents therefor; (c) All General Intangibles; (d) All Investment Property; (e) All monies, residues and property of any kind, now or at any time or times hereafter, in the sale possession or under the control of which gave rise Secured Party or a bailee of Secured Party; (f) All leasehold interests in real property now owned or hereafter acquired by Debtor as lessee or sublessor; (g) All books and records (including any and all customer lists, credit files, computer programs, printouts, and other computer materials and records) of Debtor pertaining to any of the foregoing, including, without limitation, all rights in any returned or repossessed ; (h) All other goods and unpaid seller's rightspersonal property of Debtor, (c) all guaranteeswhether tangible or intangible and whether now or hereafter owned or existing, endorsements and indemnifications onleased, or ofacquired by Debtor and wherever located; (i) All accessions to, any substitutions for and all replacements, products and cash and non-cash proceeds of the foregoing foregoing, including proceeds of insurance policies insuring the Collateral (including claims paid and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatespremium refunds).

Grant of Security Interest. To secure The Borrower hereby grants to the payment and performance Lender a continuing security interest in the following property of the Secured Obligations as Borrower, wherever located, whether the same is now owned or hereafter created or acquired (the “Collateral”): (a) all inventories and when duemerchandise, Trustor including without limitation raw materials, work in process, finished products, goods in transit, materials used or consumed in the manufacture or production thereof, all wrapping, packaging, advertising and shipping materials (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured partyall documents relating thereto), as agent all labels and representative other devices, names and marks affixed or to be affixed thereto for the equal purpose of selling or identifying the same or the seller or manufacturer thereof, all supplies and ratable benefit containers relating to or used in connection with the foregoing, all goods in which the Borrower has an interest in mass or an interest or right as a consignee and all goods which are returned to or repossessed by the Borrower, whether used or consumed in the Borrower’s business, held for sale or lease, furnished under service contracts, or otherwise, and all bills of Trustee and lading, warehouse receipts, documents of title or general intangibles relating to any of the Holders, security interests foregoing (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"“Inventory”); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, farm products, equipment, machinery, tools, tooling, molds, dies, jigs, motors, furniture, fixtures (whether or not attached to real property), furnishings, trade fixtures, motor vehicles and rolling stock, materials and parts and all other tangible personal property, all attachments, accessions and property now or hereafter affixed to or used in connection with any of the sale foregoing, and all substitutes and replacements for any of the foregoing; (c) all rights to the payment of money or other forms of consideration, accounts, payment intangibles, notes, accounts receivable, drafts, documents, chattel paper, (including, without limitation, electronic chattel paper and tangible chattel paper), letter of credit rights, choses in action, undertakings, surety bonds, insurance policies, acceptances, federal, state and local tax refunds and all other forms of claims, demands, instruments and receivables, together with all guarantees, security agreements, leases and rights and interests securing the same and all right, title and interest of the Borrower in the merchandise which gave or shall give rise thereto, including the right of stoppage in transit, replevin, reclamation, repossession and resale (collectively, the “Receivables”); (d) all agreements, contracts, leases, licenses, letters of credit, security agreements, indentures and purchase and sales orders of any kind whatsoever, all rights of the Borrower thereunder, including all rights to purchase, lease, sell or otherwise acquire or deal with real or personal property and all warranty rights and contract rights of any nature, whether written or oral, and all consents or other authorizations relating thereto, to the extent assignable (collectively, the “Contracts”); (e) all licenses, permits, franchises, certificates and other governmental authorizations and approvals of any nature whatsoever, to the extent assignable (collectively, the “Licenses and Permits”); (f) all deposit accounts, including without limitation, all demand, time, savings, passbook, custodial, safekeeping, escrow or like accounts maintained by the Borrower with the Lender or any bank, savings and loan association, credit union or like organization, and all money, cash, cash equivalents, investment securities, deposits and prepayments of the Borrower in any such deposit account (all of the foregoing being deemed to be in any such account as soon as the same is put in transit to such account by mail or other courier); (g) all trademarks, trade names, trade styles service marks (and all prints and labels on which any of the foregoing appear), designs, letters patent of the United States or any other country, copyrights and other general intangibles of a like nature, and all registrations, recordings, reissues, extensions, renewals, continuations, continuations-in-part and licenses thereof (including applications for registration and recording); (h) all other proprietary rights and confidential information, technology, processes, trade secrets, computer programs, source codes, software, customer lists, sales literature and catalogues, price lists, subscriber information, drawings, specifications, blueprints, telephone numbers, formulae, goodwill and all applications and registrations relating to any of the foregoing; (i) all stocks, bonds, debentures, securities, financial assets, securities entitlements, securities accounts, commodity contracts, commodity accounts, subscription rights, options, warrants, puts, calls, certificates, partnership interests, joint venture interests, investments and/or brokerage accounts and all rights, preferences, privileges, dividends, distributions, redemption payments or liquidation payments with respect thereto (collectively, the “Investment Property”); (j) all files, correspondence, books and records of the Borrower, including without limitation, books of account and ledgers of every kind and nature, all electronically recorded data relating to the Collateral, the Borrower or the business thereof, all computer programs, tapes, discs and data processing software containing the same, and all receptacles and containers for such records; (k) all other goods, accounts, general intangibles (including, without limitation, commercial tort claims and payment intangibles), documents, instruments, causes of action, rights, interests and properties of every kind and description, tangible or intangible; (l) all rights, remedies, powers and/or privileges of the Borrower with respect to any of the foregoing, including, without limitation, all rights in all litigation presently or hereafter pending for any returned cause or repossessed goods claim (whether in contract, tort or otherwise) and unpaid seller's rights, all judgments now or hereafter arising therefrom; (cm) all guaranteesother assets of the Borrower; and (n) all proceeds, endorsements replacements, products, additions, accessions and indemnifications on, or of, substitutions of any of the foregoing and (d) all powers of attorney for foregoing. Nothing in this Agreement shall be deemed to constitute an assumption by the execution Lender of any evidence liability or obligation of indebtedness the Borrower with respect to any of the Collateral. In this Agreement, unless otherwise indicated, the singular includes the plural and plural the singular; words importing any gender include the other gender; references to statutes or security regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; references to “writing” include printing, typing, lithography and other writing means of reproducing words in connection therewith Any a tangible visible form; the words “including,” “includes” and “include shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Agreement; references to agreements and other contractual instruments shall be deemed to include all negotiable instrumentssubsequent amendments, promissory notesextensions and other modifications to such instruments (without, acceptanceshowever, draftslimiting any prohibition on any such amendments, checksextensions and other modifications by the terms of this Agreement); and references to persons include their respective permitted successors and assigns and, certificatesin the case of governmental parties, persons succeeding to their respective functions and capacities.

Grant of Security Interest. To secure (a) As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of its obligations under the Secured Obligations as Development and when Option Agreement, and whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, Trustor (now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Arcturus of any proceeding under any bankruptcy or insolvency Law naming Arcturus as debtor) the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, Arcturus hereby grants, conveysmortgages, pledges, assigns and transfers hypothecates to Beneficiary (as secured party)CureVac, as agent and representative for grants to CureVac a Lien on and continuing security interest in, all the equal right, title and ratable benefit interest of Trustee Arcturus, in, to, and under the Holdersfollowing property, security interests wherever located, whether now owned or in the future acquired by Arcturus and whether now existing or in the future coming into existence owned by Arcturus (collectively, the "Security Interest"“Collateral”): (i) inthe Patents and Know-How set forth on Exhibit 1.3 of the Development and Option Agreement; (ii) the LUNAR™ platform; (iii) all other Arcturus Background Technology; (iv) all other Arcturus Program Technology; and (v) to the extent not otherwise included, all rightbooks, titlerecords, claimwritings, estate data bases, information and interest other property relating to, used or useful in and to all Personalty and Fixturesconnection with, other than Excluded Assetsor evidencing, whether now owned and existing embodying, incorporating or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise referring to any of the foregoing, includingall claims and insurance proceeds arising out of the loss, without limitation, all rights in nonconformity or any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications oninterference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing foregoing; provided that the Collateral shall not exceed the property to which CureVac has or may have rights to pursuant to the terms of the Development and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesOption Agreement.

Grant of Security Interest. To Each of the parties hereto expressly intends that the transfer of the Participation to Purchaser hereunder is a complete and absolute sale and transfer. In the event that a court shall determine that, notwithstanding the intent of the parties, such transfer does not constitute a sale, this Agreement shall be a security agreement, and to secure the prompt payment and performance of the Secured all Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest Seller arising in and to all Personalty and Fixtures, other than Excluded Assetsconnection with this Agreement, whether now owned and existing or hereafter acquired existing, due or arisingto become due, and wherever locateddirect or indirect, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased absolute or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingcontingent, including, without limitation, all rights Indemnified Amounts, payments on account of Collections received or deemed to be received and fees, Seller hereby assigns and grants to Purchaser a first priority security interest in any returned all of Seller's right, title and interest in, to and under all of the following property, whether now or repossessed goods hereafter existing (the "Collateral"): (a) all Contracts and unpaid sellerother Contract Assets, all Collections with respect to, and other proceeds of, such Contracts and Contract Assets; (b) all of Seller's rights, remedies, powers and privileges under, or in respect of, the Purchase and Sale Agreement; (c) all guaranteesLock-box Accounts, endorsements and indemnifications onthe Collection Account, or ofthe Reserve Account, any all funds on deposit in each of the foregoing accounts and all certificates and instruments, if any, from time to time evidencing such accounts and funds on deposit therein, all investments made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect or in exchange for any or all of the foregoing; and (d) all powers proceeds and amounts received or receivable by Seller under any or all of attorney for the execution of any evidence of indebtedness or foregoing. This Agreement shall constitute a security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesagreement under applicable law with regard to security interest granted pursuant to this Section 17.1.

Grant of Security Interest. To secure As security for the payment and performance of the Secured Obligations as all Indebtedness, Bank has and when dueis hereby granted a continuing lien on, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, a security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to a right of set-off against the following Collateral: (a) all Personalty and Fixtures, other than Excluded AssetsAccounts of Borrower, whether now owned and existing or hereafter acquired existing, created, arising or acquired; (b) all Inventory of Borrower, whether now or hereafter existing, created, arising or acquired; (c) all Equipment of Borrower, whether now or hereafter existing, created, arising or acquired; (d) all General Intangibles of Borrower, whether now or hereafter existing, created, arising, and wherever locatedor acquired, including, without limitation, the following but expressly excluding Intellectual Property; (e) without limitation to the foregoing, all contract rights, chattel paper, documents, documents of title, warehouse receipts, bills of lading, notes, and notes receivable instruments of Borrower, whether now or hereafter existing, created, arising, or acquired; (f) without limitation to the foregoing, all goods, instruments, notes, notes receivable, documents, documents of title, warehouse receipts, bills of lading, certificates of title, policies and certificates of insurance, securities, chattel paper, deposits, cash and other property now or hereafter owned by Borrower or in each case which it now or hereafter has an interest, which are now or may hereafter be in the possession of or deposited with Bank, or which are otherwise assigned to Bank, or as to which Bank may now or hereafter control possession by documents of title or otherwise; (g) all books and records now owned and hereafter acquired relating to any Excluded Assets: 9.1.1. Any other Collateral and all "chattel paper" as such term is defined files, correspondence, computer programs, tapes, disks and related data processing software owned by Borrower or in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights which Borrower has an interest that contains information concerning or relating to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under other Collateral or any security agreement granting a security interest in such collateral, item thereof; and (bh) all goods, the sale Proceeds and products of which gave rise to any all of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution insurance proceeds. No submission by Borrower to Bank of any evidence of indebtedness or security schedule or other writing particular identification of Collateral will be necessary to vest in connection therewith Any Bank a security interest in each and all negotiable instrumentsevery item of Collateral now existing or hereafter acquired, promissory notesbut rather, acceptancessuch security interest will vest in Bank immediately upon the creation or acquisition of any item of Collateral, drafts, checks, certificateswithout the necessity for any other or further action by Borrower or Bank.

Grant of Security Interest. To secure As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations as and when dueObligations, Trustor (as debtor) Xxxxx hereby assigns, pledges, grants, conveys, pledgestransfers, assigns delivers and transfers sets over to Beneficiary (as secured party), as agent the Collateral Agent for its benefit and representative for the equal and ratable benefit of Trustee the holders of the Obligations a security interest in all Xxxxx'x right, title and interest in, to and under the Holdersfollowing, security interests whether now owned or hereafter acquired, in each case (other than clause (i)) only as related to the Purchased Contracts (collectively, the "Security InterestCollateral") in). For further clarification, all right, title, claim, estate and interest Collateral as heretofore described in and to all Personalty and Fixtures, this Section 2 (other than Excluded Assetsclause (i)) shall relate to and be in respect of Purchased Contracts as defined herein, whether now owned subject to any and existing or hereafter acquired or arisingall provisos, and wherever locatedas applicable, expressly included in the definition thereof. (a) all Chattel Paper, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any Purchased Contracts and all "chattel paper" other contracts and Supporting Obligations related to the Purchased Contracts (as such term is defined in Section 9-105(bthe same may be amended, modified, supplemented, restated or replaced from time to time) of the UCC (the "Chattel Paper")and amounts paid or payable with respect thereto; 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goodsFiles (including all Dealer Assignments) and Contract Lists, and all right, title and interest of Xxxxx in and to the sale documents, agreements and instruments included in the Files, including, without limitation, rights of recourse of Xxxxx against Vehicle Dealers; (c) all Insurance Policies and all rights of Xxxxx in all Insurance Policies; (d) all security interests, Liens, guaranties, mortgages and other encumbrances in favor of or assigned or transferred to Xxxxx in and to Purchased Contracts and Vehicles, and all accessions thereto and replacements thereof, and in any other property in which gave rise a security interest is assigned or transferred to Xxxxx; (e) all of Xxxxx'x Equipment, Inventory, General Intangibles, Documents, Instruments, Accounts, general ledger sheets, files, records, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, tapes, cards, computer tapes and all other data and data storage systems (whether in the possession of Xxxxx or any other Person) relating to any of the foregoing; (f) all Deposit Accounts, moneys, deposits, funds, accounts and instruments relating to the foregoing; (g) each Lock-Box, the funds on deposit in the Clearing Account pursuant to Section 5(d) hereof, the Collection Account (including, without limitation, all funds at any time on deposit therein and all Permitted Investments in which such funds may at any time be invested); (h) the Sale Agreement and all other Operative Documents to which Xxxxx is a party, including, without limitation, all rights of Xxxxx to amounts due or to become due under or in connection with, and to enforce, such agreements; (i) any returned Hedge Agreement and any guarantees or repossessed goods other credit enhancement associated therewith; and (j) to the extent not otherwise included, all Proceeds and unpaid seller's rights, (c) products of any and all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesforegoing.

Grant of Security Interest. To secure the payment and performance of all Obligations, each Borrower and Guarantor hereby grants to Agent, for itself and the benefit of the Secured Obligations as Parties, a continuing security interest in, a lien upon, and when duea right of set off against, Trustor (as debtor) and hereby grantsassigns to Agent, conveys, pledges, assigns for itself and transfers to Beneficiary (as secured party)the benefit of the Secured Parties, as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") insecurity, all rightof the following personal property, titleand interests in personal property, claim, estate of each Borrower and interest in and to all Personalty and Fixtures, other than Excluded AssetsGuarantor, whether now owned and existing or hereafter acquired or arisingexisting, and wherever locatedlocated (together with all other collateral security for the Obligations at any time granted to or held or acquired by Agent or any Secured Party, collectively, the “Collateral”), including: (i) all Inventory; (ii) all chattel paper (including all tangible and electronic chattel paper) that arises from or in connection with or relates to any of the Inventory or other Collateral; (iii) all instruments (including all promissory notes) that arise from or in connection with or relate to any of the Inventory or other Collateral; (iv) all documents that arise from or in connection with or relate to any of the Inventory or other Collateral (including all documents of title with respect to Eligible LC Inventory or other Inventory); (v) all letters of credit, banker’s acceptances and similar instruments and including all letter of credit rights that arise from or in connection with or relate to any of the Inventory or other Collateral; (vi) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Inventory or other Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the other Collateral; (B) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party; and (C) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, other Collateral, including returned, repossessed and reclaimed goods; (vii) all (A) monies, deposits and balances held in or for deposit in or otherwise attributable to any lockboxes or deposit accounts established or used by a Borrower or Guarantor in connection with the Credit Facility for the handling of any proceeds of any Inventory or other Collateral, or any other deposit account, investment account or other account at any depository or other institution and including any investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) in each case to the extent arising from or in connection with or related to any Inventory or other Collateral and (B) all monies, credit balances, deposits and other property of a Borrower or Guarantor now or hereafter held or received by or in transit to Agent, its Affiliates, any Lender or its Affiliates and all monies, credit balances, deposits or other property of a Borrower or Guarantor at any other depository or other institution from or for the account of a Borrower or Guarantor to be sent to Agent, its Affiliates, any Lender or its Affiliates; (viii) all commercial tort claims that arise from or in connection with or relate to any of the Inventory or other Collateral, including, without limitation, those identified in the following but expressly excluding in each case any Excluded Assets:Information Certificate; 9.1.1. Any and (ix) to the extent not described above, all "accounts, contract rights, chattel paper" as such term is defined , instruments, notes, general intangibles and other forms of obligations owing to any Borrower or Guarantor arising from or in Section 9-105(bconnection with or related to the sale, lease, license, transfer, assignment or other disposition of any Inventory or other Collateral or otherwise associated with or related to any Inventory or other Collateral, including, without limitation, (A) amounts or other consideration at any time paid or to be paid to, or delivered or to be delivered to, a Borrower or Guarantor under any Securitization Facility Documents or otherwise in connection with any sale, transfer, assignment or other disposition of the UCC any Accounts or other Securitization Assets of a Borrower or Guarantor, (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (aB) any collateral assignedinterests which any Borrower or Guarantor may acquire from the Receivables Financing Subsidiary or any other party to the Securitization Facility Documents in (1) any returned, hypothecated repossessed, reclaimed or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateralforeclosed goods, (b2) all goods, merchandise the sale of which gave rise to an Account that constitutes a Securitization Asset, (3) any Accounts or other Receivables that are not sold by a Borrower to the Receivables Financing Subsidiary or (4) any Accounts or Inventory that are at any time repurchased by, or reconveyed to, any Borrower or Guarantor, (C) choses in action or causes of actions or claims arising out of or with respect to Inventory or other Collateral, (D) Federal, State, Provincial and local tax refund claims of any kind associated with or related to any Inventory or other Collateral, (E) agreements or arrangements with sales agents, distributors or the like and/or consignees, warehouses or other third persons in possession of Inventory or other Collateral, (F) customer lists, (G) guaranty, warranty or indemnification claims with respect to any Inventory or other Collateral, (H) premium rebates on any insurance of any kind (including fire and other hazard insurance and credit insurance) associated with or related to any Inventory or other Collateral), (I) all Intellectual Property affixed to or otherwise used in connection with the manufacture, sale or distribution of any Inventory or other Collateral or in connection with the monitoring or administration of Inventory or other Collateral; and (J) rights and claims against carriers and shippers, (x) all Records relating to or used in connection with any of the Inventory or other Collateral; and (xi) all products and proceeds of the foregoing, including, without limitation, all rights in any returned form, including insurance proceeds (including fire and other hazard insurance and credit insurance) and all claims against third parties for loss or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, damage to or of, destruction of or other involuntary conversion of any kind or nature of any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security Inventory or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesCollateral.

Grant of Security Interest. To secure (a) This Agreement constitutes a security agreement and the payment and performance of Advances effected hereby constitute secured loans by the Secured Obligations as and when dueapplicable Lenders to the Borrower under Applicable Law. For such purpose, Trustor (as debtor) the Borrower hereby grantstransfers, conveys, pledges, assigns and transfers grants as of the Closing Date to Beneficiary (as secured party)the Administrative Agent, as agent and representative for the equal Secured Parties, a lien and ratable benefit continuing security interest in all of Trustee the Borrower’s right, title and the Holders, security interests (collectively, the "Security Interest") interest in, all right, title, claim, estate to and interest under (in and to all Personalty and Fixtures, other than Excluded Assetseach case, whether now owned and existing or existing, or hereafter acquired or arising) all Accounts, General Intangibles, Instruments and wherever locatedInvestment Property and any and all other property of any type or nature owned by it (the “Collateral”), including, without limitation, the following including but expressly excluding in each case any Excluded Assetsnot limited to: 9.1.1. Any (i) all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all "chattel paper" as such term contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities; (ii) the Accounts and all Cash and Financial Assets credited thereto and all income from the investment of funds therein; (iii) any Hedging Agreement and any payment from time to time due thereunder; (iv) all Transaction Documents to which the Borrower is defined in Section 9-105(ba party; (v) of all funds delivered to the UCC Collateral Custodian (the "Chattel Paper"directly or through a bailee); 9.1.2. Any (vi) all Collections, rights in Underlying Assets, and Underlying Instruments, Insurance Policies, all "Required Loan Documents and related records and assets; and (vii) all accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any , accessions, profits, income benefits, proceeds, substitutions and all rights to payment for goods sold or leased or services renderedreplacements, whether voluntary or not earned by performance involuntary, of and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingproperty of the Borrower described in the preceding clauses; in each case, whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located, to secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations of the Borrower arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Obligations. Notwithstanding any of the other provisions set forth in this Agreement, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Applicable Law not in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law provided, that (x) immediately at such time as the prohibition shall no longer be applicable, such security interest shall attach immediately to such assets and (y) the Collateral includes any Proceeds of any of such assets. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Each of the Administrative Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such agreement. The expenses of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at the rate per annum applicable to Advances, shall be payable by the Borrower to the Administrative Agent on demand and shall constitute Obligations secured hereby. (b) The grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any of the other Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under any applicable Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent, as agent for the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any returned of its duties or repossessed goods obligations under any applicable Collateral, and unpaid seller's rights, (c) all guaranteesnone of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, endorsements and indemnifications on, nor shall the Administrative Agent or of, any other Secured Party be obligated to perform any of the foregoing obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (c) Notwithstanding anything to the contrary, the Borrower, the InvestmentCollateral Manager, the Administrative Agent, the Hedge Counterparty, the Collateral Custodian and (d) all powers each Lender hereby agree to treat, and to cause each of attorney their respective Affiliates to treat, each Note as indebtedness for purposes of United States federal and state income tax or state franchise tax to the execution of any evidence of indebtedness extent permitted by Applicable Law and shall file its tax returns or security reports, or other writing cause its Affiliates to file such tax returns or reports, in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesa manner consistent with such treatment.

Grant of Security Interest. To secure As security for the payment of all Loans now or hereafter made by Lender to Borrower hereunder or under any Note, and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative security for the equal payment or other satisfaction of all other Liabilities, Borrower hereby reaffirms its grant of a security interest under the Original Loan Agreement and ratable benefit of Trustee in connection with the Existing Loan Agreement and the Holders, further grants to Lender a security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assetsthe following property of each Borrower, whether now owned and existing or existing, or hereafter acquired or arisingcoming into existence, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and now or hereafter located (all "chattel paper" such property is hereinafter referred to collectively as such term is defined in Section 9-105(b) of the UCC (the "Chattel PaperCollateral")): (a) Accounts Receivable; 9.1.2. Any (b) Equipment and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts")Fixtures; 9.1.3. Any (c) Inventory; (d) General Intangibles; (e) Contract Rights and all rights documents of title; (f) All chattel paper and instruments evidencing, arising out of or relating to payment any obligation to any Borrower for goods sold or leased or services rendered, whether or not earned by performance and all rights otherwise arising out of or relating to any property described in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with clauses (a) through (e) above; (g) Any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies of or in the name of each Borrower now or hereafter with Lender and any collateral assignedand all property of every kind or description of or in the name of each Borrower now or hereafter, hypothecated for any reason or held purpose whatsoever, in the possession or control of, or in transit to, or standing to secure each Borrower's credit on the books of, Lender, any agent or bailee for Lender, or any Participant; (h) All interest of the foregoing and the rights under each Borrower in any security agreement granting a security interest in such collateral, (b) all goods, the sale or lease of which gave shall have given or shall give rise to, and in all guaranties and other property securing the payment of or performance under, any Accounts Receivable, Contract Rights, General Intangibles or any chattel paper or instruments referred to in clause (f) above; (i) Any and all other property of each Borrower, of any kind or description (including but not limited to real estate of the foregoingBorrower), including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rightsproperty of each Borrower subject to a separate mortgage, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness pledge or security interest in favor of Lender or in which Lender now or hereafter has or acquires a security interest securing any Liabilities pursuant to an agreement or instrument other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthan this Agreement; (j) All Intellectual Property Collateral;

Grant of Security Interest. To secure the payment Debtor’s prompt, punctual, and faithful performance of all and each of the Obligations, the Debtor hereby grants to the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, Party a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to, and assigns to all Personalty the Secured Party, the following, and Fixtures, other than Excluded Assetseach item thereof, whether now owned and existing or now due, or in which the Debtor has an interest, or hereafter acquired or acquired, arising, and wherever locatedor to become due, includingor in which the Debtor obtains an interest, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) products, Proceeds, substitutions, and accessions of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingfollowing (all of which, together with any other property in which the Secured Party may in the future be granted a security interest, is referred to herein as the “Collateral”): All assets of the Debtor, including, without limitation, all rights in Accounts and accounts receivable; Inventory; Contract Rights; Instruments; Deposit Accounts; General Intangibles; Letter of Credit Rights, Payment Intangibles, Supporting Obligations, Investment Property; Equipment; Goods; Securities; Documents; Documents of Title; Fixtures; Chattel Paper; Financial Assets, policies and certificates of insurance, money, cash, or other property; all insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any returned or repossessed goods of such proceeds, refunds, and unpaid seller's premium rebates arise out of any of the foregoing; all liens, guaranties, rights, (c) all guaranteesremedies, endorsements and indemnifications on, or of, privileges pertaining to any of the foregoing including the right of stoppage in transit all books, records, and (d) all powers information relating to the Collateral and/or to the operation of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any Debtor’s business, and all negotiable instrumentsrights of access to such books, promissory notesrecords, acceptancesand information, draftsand all property in which such books, checksrecords, certificatesand information are stored, recorded, and maintained.

Grant of Security Interest. To secure the payment their prompt, punctual, and faithful performance of all and each of the Secured Obligations as Liabilities, each Credit Party hereby grants to the Administrative Agent, for its benefit and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holdersother Secured Parties, a continuing security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to, and assigns to the Administrative Agent, for its benefit and the ratable benefit of the other Secured Parties, and reconfirms its grant set forth in the Original Loan and Security Agreement, all Personalty of such Credit Party's right, title and Fixtures, other than Excluded Assets, interest (whether now owned and existing or hereafter acquired or arising) in and to the following (all of which, together with any other property in which the Administrative Agent may in the future be granted a security interest, is referred to herein as the "Collateral"): (a) all Accounts; (b) all Inventory; (c) all Letter-of-Credit Rights arising from or relating to the Credit Parties' Accounts or Inventory; (d) all Payment Intangibles arising from, relating to, or constituting proceeds of the Credit Parties' Accounts or Inventory; (e) all Supporting Obligations arising from, relating to, or constituting proceeds of the Credit Parties' Accounts or Inventory; (f) all Instruments arising from, relating to, or constituting proceeds of the Credit Parties' Accounts or Inventory; (g) all Documents relating to the Credit Parties' Inventory; (h) the Operating Account, the Concentration Account, each Blocked Account and all other Deposit Accounts in which any monies deposited therein arise from, relate to or constitute proceeds of the Credit Parties' Accounts or Inventory; (i) money, cash, and wherever locatedpolicies and certificates of insurance, in each case, arising from, relating to, or constituting proceeds of the Credit Parties' Accounts or Inventory; (j) all insurance proceeds, refunds, and premium rebates, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any proceeds of fire and all "chattel paper" as such term is defined in Section 9-105(b) credit insurance, constituting proceeds of the UCC (the "Chattel Paper")Credit Parties' Inventory and Accounts; 9.1.2. Any and (k) all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts")Prescription Lists; 9.1.3. Any (l) all Pharmacy Accounts; (m) all liens, guaranties, rights, remedies, and all rights privileges relating or pertaining to payment for goods sold any Credit Parties' Inventory or leased or services rendered, whether or not earned by performance and all rights in respect of the Account DebtorAccounts, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with the right of stoppage in transit; and (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (bn) all goods, the sale cash Proceeds of which gave rise or substitutions to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates.

Grant of Security Interest. To secure As security for the prompt and complete payment of the Note and the performance of all of the Debtor's obligations under the Note, the Note Purchase Agreement, this Agreement and the other Transaction Documents, the Debtor hereby grants to the Collateral Agent, for the benefit of the Secured Obligations as Parties, a security interest in all of the Debtor's right, title and when dueinterest in and to the following, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests whether now owned or hereafter acquired (collectively, the "Security InterestCOLLATERAL"): (a) in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper")Securitization Collateral; 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts")b) The Dividend Assets; 9.1.3. Any (c) the Agreement Collateral and all rights of the Debtor thereunder; (d) the Hedge Transactions; (e) the Account Collateral; (f) all amounts and property from time to payment for goods sold time held or leased or services renderedcredited to the Collection Account and the Reserve Account from amounts received in connection with the foregoing items in this clause; and (g) all present and future claims, whether or not earned by performance demands, causes and all rights chooses in action in respect of any or all of the Account Debtorforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including without limitation all such proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights constituting to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or evidenced by any Account, Chattel Paper part of or Instrument, together with (a) any collateral assigned, hypothecated or held to secure are included in the proceeds of any of the foregoing and the rights under any security agreement granting a security interest items in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthis Granting Clause.

Grant of Security Interest. To It is the express intent of the parties hereto that the transfer of the Receivables, the Related Security and the other Warehouse Assets by Customer to Facility Agent on behalf of Purchasers, as contemplated by this Agreement be, and be treated as, sales with full recourse and not secured loans secured by the Receivables, the Related Security and the other Warehouse Assets. If, however, notwithstanding the intent of the parties, such transactions are deemed to be loans to Customer, Customer hereby assigns and grants to Facility Agent for the benefit of each Purchaser a first priority security interest in all of such Customer's right, title and interest in, to and under all of the following, whether now or hereafter existing: (a) each and every Receivable, all Related Security with respect to each such Receivable, each and every Collection related thereto and all other Warehouse Assets of every nature, (b) any Lock Box Accounts and the Collection Account, all funds on deposit therein and all certificates and instruments, if any, from time to time evidencing such account and funds on deposit therein, all investments made with such funds, all claims thereunder or in connection therewith, all contract rights (including under insurance policies) and other rights relating thereto and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect or in exchange for any or all of the foregoing and anything else constituting part of the Warehouse Assets, and (c) all proceeds and amounts received or receivable by Customer, Facility Agent, SunAmerica or any other Purchaser Representatives under any or all of the foregoing, to secure the prompt payment and performance of the Secured all Customer Obligations as arising in connection with this Agreement and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, each other than Excluded AssetsTransaction Document, whether now owned and existing or hereafter acquired existing, due or arisingto become due, and wherever locateddirect or indirect, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased absolute or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoingcontingent, including, without limitation, all rights Indemnified Amounts, all Interest, all fees, an amount equal to Customer Repurchase Price plus all other amounts payable hereunder and under the other Transaction Documents, repurchase and payment in any returned full of all Receivables funded by Purchasers hereunder, payments on account of Collections received or repossessed goods deemed to be received and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of fees. This Agreement shall constitute a security agreement under applicable law with regard to the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesinterest granted pursuant to this Section 8.1.

Grant of Security Interest. To secure the payment and performance of the Secured Obligations as Indebtedness, Borrower does hereby unconditionally and when dueirrevocably assign, Trustor (as debtor) hereby grants, conveys, pledges, assigns pledge and transfers grant to Beneficiary (as secured party), as agent and representative Agent for the equal and ratable benefit of Trustee Lenders a first priority continuing security interest and lien in and to the Holdersright, security interests title and interest of Borrower in the following property of Borrower, whether now owned or existing or hereafter acquired regardless of where located (collectively, the "Security InterestCollateral"): (a) in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper")The Financed Notes Receivable; 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts")b) The Mortgages; 9.1.3. Any (c) The original Certificates of Beneficial Interest; (d) The Assignments of Beneficial Interest; (e) The Purchase Documents; (f) All rights of Borrower, its Affiliates, successors or assigns, as relates to any Interval which is the subject of a Financed Note Receivable; (g) All deposits, accounts, accounts receivable, general intangibles and all rights to payment for goods sold other receivables arising under or leased or services rendered, whether or not earned by performance and all rights in respect of connection with the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or InstrumentPledged Documents, together with (a) any collateral assignedall payments, hypothecated or held to secure any privileges and benefits arising out of the foregoing enforcement thereof, and the rights under all funds held in any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise deposit accounts related to any of the foregoingFinanced Notes Receivable; (h) All policies of title insurance related to the Mortgages; (i) All documents, includinginstruments, without limitationpledged assets and chattel paper relating to the Pledged Documents and the other properties and rights described as Collateral herein; (j) All cash and other monies and property of Borrower in the possession or under the control of Agent; (k) All books, all rights in records, ledger cards, files, correspondence, computer tapes, disks and software relating to the Pledged Documents or any returned or repossessed goods other Collateral described herein; and (l) All proceeds, extensions, amendments, additions, improvements, betterments, renewals, substitutions and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any replacements of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesforegoing.

Grant of Security Interest. To secure As security for the payment of all Liabilities, each Debtor hereby assigns, pledges and performance conveys to the Collateral Agent for the benefit of the Secured Obligations as Lender Parties, and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative the Collateral Agent for the equal and ratable benefit of Trustee and the HoldersLender Parties, a continuing security interests (collectively, the "Security Interest") interest in, all of such Debtor’s right, title, claim, estate and interest in in, to and to all Personalty and Fixtures, other than Excluded Assetsunder the following, whether now owned and existing or hereafter acquired arising or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assetsacquired: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b(i) of the UCC Accounts; (the "ii) Chattel Paper"; (iii) Computer Hardware and Software; (iv) Deposit Accounts; (v) Documents; (vi) General Intangibles; (vii) Goods (including all of its Equipment, Fixtures and Inventory), together with all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor; (viii) Instruments (together with all guaranties thereof and security therefor); 9.1.2. Any (ix) Intellectual Property; (x) Investment Property (including Commodity Accounts, Commodity Contracts, Securities (whether Certificated Securities or Uncertificated Securities), Security Entitlements and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Securities Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect (xi) money (of every jurisdiction whatsoever); (xii) the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with Commercial Tort Claims listed on Schedule V; (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (bxiii) all goodsbooks, the sale of which gave rise records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to any of the foregoing, includingall claims and/or insurance proceeds arising out of the loss, without limitation, all rights in nonconformity or any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications oninterference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing and foregoing; and (dxiv) all powers of attorney for the execution other personal property of any evidence kind or nature and wherever located; All of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthe foregoing are herein collectively called the “Collateral”.

Grant of Security Interest. To Each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all personal property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles; (vi) all Goods; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all cash or cash equivalents; (xi) all letters of credit, Letter-of-Credit Rights and Supporting Obligations; (xii) all Deposit Accounts with any bank or other financial institution; (xiii) all Commodity Accounts; (xiv) all Securities Accounts; (xv) all Commercial Tort Claims; and (xvi) except to the extent such property constitutes Excluded Assets, all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations as Obligations; provided however, that Collateral (and each defined term used in the definition of “Collateral”) shall not include any Excluded Assets; and provided further, that if and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers any property shall cease to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than be Excluded Assets, whether now owned such property shall be deemed at all times from and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as after such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights date to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesconstitute Collateral.

Grant of Security Interest. To secure As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations as and when dueObligations, Trustor (as debtor) each Debtor hereby grants, conveys, pledges, assigns and transfers grants to Beneficiary (as secured party), as agent and representative the Administrative Agent for the equal and ratable benefit of Trustee the Secured Parties a security interest in all of such Debtor’s right, title and interest in, to and under the Holdersfollowing property, security interests whether now owned or hereafter acquired by such Debtor and whether now existing or hereafter coming into existence and wherever located (collectively, the "Security Interest") in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets:“Collateral”): 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, all Accounts; (b) all goodsDeposit Accounts; (c) all Documents; (d) all Equipment; (e) all General Intangibles; (f) all Governmental Approvals; (g) all Instruments; (h) all Inventory; (i) all Investment Property; (j) all Securities Collateral; (k) all rights, claims and benefits of such Debtor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by such Debtor, including any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; (l) all other tangible and intangible personal property and fixtures of such Debtor, including all cash, products, rents, revenues, issues, profits, royalties, income, benefits, commercial tort claims, letter-of-credit rights, supporting obligations, accessions to, substitutions and replacements for any and all of the sale foregoing, any indemnity, warranty or guarantee payable by any reason of which gave rise loss or damage to or otherwise with respect to any of the foregoing, includingand all causes of action, without limitation, all rights claims and warranties now or hereafter held by such Debtor in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, respect of any of the items listed above; (m) all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Debtor or any computer bureau or service company from time to time acting for such Debtor; and (n) all Proceeds of the collateral described in the foregoing clauses (a) through (m). Notwithstanding anything herein to the contrary, the Collateral shall not include (the following, collectively, the “Excluded Collateral”): (i) any assets of any Debtor to the extent that the grant of a security interest therein is prohibited by any law or any Governmental Authority, (ii) any Debtor’s rights or interests in any license, contract, agreement, or instrument to which such Debtor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, agreement, or instrument or otherwise, result in a breach of the terms of, or constitute a default under, or result in the termination of any license, contract, agreement, or instrument to which such Debtor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including applicable bankruptcy laws) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Debtor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (iii) the Excluded Equity Interests, (iv) any assets of any Debtor that are the subject of a Capital Lease or securing purchase money Indebtedness permitted to be incurred under Section 7.2 of the Credit Agreement if the contractual obligation pursuant to which such Lien is granted (or the document providing for such Capital Lease) prohibits or requires the consent of any Person other than such Debtor or any of its Affiliates as a condition to the creation of any other Lien on such asset, (v) the Excluded Deposit Accounts, and (dvi) all powers of attorney for the execution any assets of any evidence of indebtedness or security or other writing Debtor constituting an interest in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesreal estate.

Grant of Security Interest. To secure As security for the payment and performance of the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured partydefined in Section 3), as agent and representative for the equal and ratable benefit of Trustee Debtor hereby grants to the Agent and the Holders, other Secured Parties a security interests (collectively, the "Security Interest") interest in, to and under all rightof its personal property, title, claim, estate wherever located and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding property (collectively and severally, the “Collateral”): (a) all present and future investment property held by the Debtor, including securities, security entitlements, securities accounts, future contracts, future accounts, shares, options, rights, warrants, joint venture interests, interests in each case any Excluded Assets: 9.1.1. Any limited partnerships, trust units, bonds, debentures and all "other documents which constitute evidence of a share, participation or interest of the Debtor in property or in an enterprise or which constitute evidence of an obligation of the issuer; and all substitutions therefore, and subject to Section 6.3, dividends and income derived therefrom, all of which are herein called the “Pledged Interests”; (b) all accounts and book debts of the Debtor, chattel paper" as such term is defined in Section 9-105(b) , documents of title, instruments, and intangibles of the UCC (Debtor, including all debts, dues, claims choses in action and demands of every nature and kind, howsoever arising or secured, including letters of credit, guarantees and advices of credit that are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services renderedDebtor, whether or not earned by performance arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights in respect supporting obligations of any or all of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with forgoing (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, “Accounts”); (c) all guarantees, endorsements and indemnifications on, or of, any inventory of the foregoing Debtor, including all merchandise, goods and other personal property that are held for sale or lease or that have been leased by the Debtor or that are to be furnished under a contract of service, all raw materials, work in process, materials used or consumed in the Debtor’s business and finished goods, all goods in which the Debtor has an interest in mass or a joint or other interest or gifts of any kind (including goods in which the Debtor has an interest or right as consignee), and all goods which are returned to or repossessed by the Debtor, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor (“Inventory”); (d) all powers equipment of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any Debtor and all negotiable instrumentsparts thereof and all accessions, promissory notesadditions, acceptancesattachments, draftsimprovements, checkssubstitutions and replacements thereto and therefor, certificatesincluding, all machinery, tools, dies, blueprints, catalogues, computer hardware and software, furniture, furnishings, vehicles and fixtures (“Equipment”);

Grant of Security Interest. To secure As collateral security for the prompt and complete payment and performance when due of all the Secured Obligations as and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers in order to Beneficiary (as secured party), as agent and representative for induce the equal and ratable benefit of Trustee and the Holders, security interests (collectivelyLender to make advances under this Agreement, the "Security Interest") in, all right, title, claim, estate Borrower hereby pledges and interest in and grants to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting Lender a security interest in such collateralall the Borrower’s right, title and interest in, to and under the following properties and assets, wherever located, and whether now held or in the future acquired by the Borrower and whether now existing or in the future coming into existence (all of which being hereinafter collectively called the “Collateral”): (1) all agreements for payment of royalties or other compensation for use of artistic works identified on Part 1 of Schedule A to this Agreement, (b2) all goodsrights of payment, regardless of how arising, with respect to the sale use, distribution or performance of the artistic works identified on Part 2 of Schedule A to this Agreement (the Collateral described in clauses (A) and (B) being the “Royalty Collateral”), (3) all accounts, deposit accounts, securities accounts, contract rights, rights to the payment of money, insurance policies, insurance refund claims and all other insurance claims and proceeds, tort claims, documents, instruments, securities and other investment property, deposit accounts, rights to proceeds of letters of credit, letter-of-credit rights, supporting obligations of every nature arising in respect of or as an adjunct to the Royalty Collateral, (4) all copyrights, and works protectable by copyright, throughout the world relating to any one or more of the artistic works identified on Parts 1 and 2 of Schedule A to this Agreement, all future works which gave rise incorporate all or a portion of, or are otherwise a derivative of the artistic works identified on Parts 1 and 2 of Schedule A to this Agreement, and all other general intangibles relating to any of the foregoing, includingincluding all tax refund claims, without limitationlicense fees, patents, patent applications, trademarks, trademark applications, trade names, copyright applications, rights to xxx and recover for past infringement of patents, trademarks and copyrights, computer programs, computer software, service marks, customer lists, goodwill, and all licenses, permits, agreements of any kind or nature, and (5) all recorded data of any kind or nature relating to the Royalty Collateral, regardless of the medium of recording, including all software, writings, plans, specifications and schematics; (B) all other tangible and intangible property of the Borrower, including all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower in each case relating to the Royalty Collateral; and (C) to the extent not otherwise included, all rights proceeds and products in whatever form of all or any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any part of the foregoing Royalty Collateral, including all rents, profits, income and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any benefits and all negotiable instrumentscondemnation awards and all other compensation for any casualty event with respect to all or any part of the Royalty Collateral (together with all rights to recover and proceed with respect to the same), promissory notesand all accessions to, acceptances, drafts, checks, certificatessubstitutions for and replacements of all or any part of the other Collateral. SAMPLE

Grant of Security Interest. To secure As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations as and when dueObligations, Trustor (as debtor) the Borrower hereby grants, conveysbargains, pledgessells, transfers and assigns and transfers to Beneficiary (as secured party), as agent and representative the Agent for the equal and ratable benefit of Trustee GE Capital and the HoldersLenders, and grants to the Agent for the equal and ratable benefit of GE Capital and the Lenders, a first security interests (collectively, the "Security Interest") interest in, all of the Borrower's right, title, claim, estate title and interest in and to all Personalty and Fixtures, other than Excluded Assetsinterest, whether now owned or at any time hereafter acquired, in all of the following (all of which being hereinafter collectively called the "Collateral"): (a) the Project to be located on the Site more particularly described in Schedule 2 hereto; (b) all of the Borrower's inventory, equipment, construction materials, fixtures, chattels, electronic business machines, machinery, apparatus, fittings and articles of personal property of every kind and nature whatsoever, and all appurtenances, accessions and additions thereto and substitutions or replacements and products thereof, currently owned or hereafter acquired by the Borrower, including but not limited to, all such goods now or hereafter attached to, or contained in or used or usable in any way in connection (though not attached thereto) with any present or future operation of the Site or the Project or placed on any part thereof, and all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods (hereinafter collectively referred to as the "Equipment") including, but without limiting the generality of the foregoing, all Equipment kept at the locations listed on Schedule 3 hereto and, to the extent not included therein, all screens, awnings, shades, blinds, curtains, draperies, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, mechanical, lighting, switchboards, lifting, plumbing, ventilating, air conditioning and air- cooling apparatus, boilers, furnaces, oil burners and transformers, refrigerating, incinerating, escalator, elevator, power, loading and unloading equipment and systems, stoves, ranges, laundry, cleaning systems, communication systems, dynamics, sprinkler systems and other fire prevention and extinguishing apparatus and materials, dynamos, generators, ducts, controls, belting, heaters, motors, engines, machinery, pipes, pumps, tanks, fans, conduits, appliances, equipment, fittings and fixtures, and motor vehicles of every kind and description; (c) any and all leases, subleases, underlettings, concession agreements and licenses of the Equipment, the Site or the Project, or any part thereof, now existing or hereafter acquired entered into by the Borrower; (d) all rights of the Borrower under or arisingarising out of the Contracts; (i) the accounts established and maintained by the Security Agent pursuant to the Security Deposit Agreement (the "Accounts") and all cash instruments and securities at any time and from time to time on deposit therein; (ii) all other monies, deposits, funds and accounts and all collections, contract rights, instruments, documents, general intangibles (including trademarks, trade names, symbols used in connection therewith and trademark licenses), partnership interests, the Plans and Specifications, patent rights, patents, patent licenses, copyrights, claims, demands and notes or chattel paper arising from or by virtue of any transactions related to the foregoing; (iii) all permits, recordings, registrations, filings, consents, orders, authorizations, waivers, variances, permissions, declarations, licenses, franchises, approvals, exemptions, certificates, and wherever locatedother rights and privileges obtained in connection with the foregoing (including, without limitation, all permits and licenses listed on Schedules 2 and 5 to the Loan Agreement); and (iv) all books, records, documents (including, but not limited to, computer programs, tapes, and related electronic data and processing software) and instruments of the Borrower relating in whole or in part to any of the Collateral; (f) all rents, royalties, issues, profits, revenues, earnings, income and other benefits, instruments, documents, securities, cash or property derived from the Collateral or arising from the ownership, operation or management of the Site, the Project or the Equipment, or from any lease or agreement pertaining thereto; (g) all other personal property of the Borrower comprising the Project being and to be acquired, developed, constructed, installed, completed, operated and maintained on the Site (including all property acquired by the Borrower pursuant to the Equipment Supply Contract and all Fuel) and all other personal property of the Borrower used in or relating to such acquisition, development, construction, installation, completion, operation and maintenance; (h) all extensions, improvements, betterments, renewals, accessions, substitutes and replacements of, and all additions and appurtenances too any and all of the foregoing, hereafter acquired by or released to the Borrower (other than released by the Agent, including, without limitation, such releases with respect to the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" Modifications, as such term is defined in Section 9-105(b) 15 of the UCC (Capital Contribution Agreement) or constructed, assembled or placed by the "Chattel Paper"); 9.1.2. Any Borrower on the Site or the Project, and all "accounts" as such term is defined in Section 9-106 conversions of the UCC security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be; and (i) all Proceeds, both cash and noncash, arising from or by virtue of the "Accounts"); 9.1.3. Any sale, lease or other disposition of any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing or any interest therein and the rights under all products of any security agreement granting a security interest in such collateral, (b) and all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates.

Grant of Security Interest. To secure the payment and performance As collateral security for all of the Secured Obligations as Obligations, Debtor hereby grants to Secured Party a security interest in, a general lien upon, and when duea right of set-off against all of Debtor’s right, Trustor title and interest in its assets, tangible or intangible, including but not limited to the following and whether now owned or later acquired: (a) all of Debtor’s accounts (as debtoris defined in the Code) hereby grantsof any kind (the “Accounts”); all chattel papers, conveyselectronic chattel papers, pledgespayment intangibles, assigns promissory notes, letter of credit rights, documents and transfers instruments relating to Beneficiary (as secured party), as agent the Accounts; and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all right, title, claim, estate and interest rights in and to all Personalty security agreements, leases, and Fixturesother contracts securing or otherwise relating to any Accounts or any such chattel papers, other than Excluded Assets, whether now owned documents and existing or hereafter acquired or arisinginstruments; and (b) all of Debtor’s equipment (as defined in the Code) in all of its forms, and wherever located, includingtogether with all parts thereof and all accessions or additions thereto, without limitation(collectively, the following but expressly excluding in each case any Excluded Assets:“Equipment”); and 9.1.1. Any and (c) all "chattel paper" of Debtor’s general intangibles (as such term is defined in Section 9-105(bthe Code) of the UCC any kind (the "Chattel Paper"“General Intangibles”); 9.1.2. Any ; all chattel papers, electronic chattel papers, payment intangibles, promissory notes, letter of credit rights, documents and all "accounts" as such term is defined in Section 9-106 of instruments relating to the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance General Intangibles; and all rights in respect of the Account Debtorand to all security agreements, including without limitation all such rights constituting leases, and other contracts securing or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise otherwise relating to any of the foregoingGeneral Intangibles or any such chattel papers, including, without limitation, all rights in any returned or repossessed goods documents and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and instruments; and (d) all powers of attorney Debtor’s inventory (as defined in the Code) in all of its forms, and wherever located, together with all accessions or additions thereto and products thereof (collectively the “Inventory”); and (e) all of Debtor’s investment property (as defined in the Code) wherever located; (f) all of Debtor’s deposit accounts (as defined in the Code) wherever located; (g) any additional tangible or intangible property from time to time delivered to or deposited with Secured Party as security for the execution Secured Obligations or otherwise pursuant to the terms of this Security Agreement; and (h) the proceeds, products, supporting obligations, Related Rights, additions to, substitutions for and accessions of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesCollateral described in subparagraphs (a)–(g) in this Section 2.1.

Grant of Security Interest. To secure the payment and performance by RSI of all obligations and indebtedness to Trustee under the Secured Obligations as Loan Agreement and when dueall related agreements, Trustor the Deeds of Trust and this Security Agreement, and the payment and performance by Debtor of all obligations and indebtedness to Bank under the Guaranty, the Deeds of Trust and this Security Agreement, whether such obligations and indebtedness are now existing or owing or are hereafter incurred or are absolute or contingent (as debtor) the "Obligations"), Debtor hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit Secured Party a continuing security interest in all of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all its right, title, claim, estate title and interest in and to all Personalty the following described property (the "Collateral"): (a) All Debtor's present and Fixturesfuture accounts, other than Excluded Assetsinstruments, chattel paper, notes, drafts, contract rights, governmental permits, rights to payment of any kind, any insurance proceeds, condemnation proceeds, and any general intangibles and inventory arising from or relating to any Property; (b) All Debtor's present and future equipment, machinery, tools, furniture and furnishings, whether owned or leased by Debtor, now owned and existing or hereafter acquired located at any Property or arisingrelating to any Property; (c) All fixtures located upon or within any Property or now or hereafter attached to, and wherever locatedor installed in, or used in connection with any Property including, without limitationbut not limited to, the following but expressly excluding any and all partitions; generators; screens; awnings; motors; engines; boilers; furnaces; pipes; plumbing; elevators; cleaning, call and sprinkler systems; fire extinguishing apparatus and equipment; water tanks; heating, ventilating, air-conditioning and air-cooling equipment; built-in refrigerated rooms and gas and electric machinery, appurtenances and equipment; in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, permanently affixed to that Property; together with (a) all present and future attachments, accessories, replacements, equipment, additions and any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and proceeds thereof; (d) All water stock, if any, relating to any Property and all powers shares of attorney for the execution stock or other evidence of ownership of any evidence part of indebtedness or security or other writing interest in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesany Property that is owned by Debtor in common with others;

Grant of Security Interest. To secure (a) As collateral security for the prompt and complete payment and performance of the Secured Obligations as Obligations, each of the Borrower and when dueany other Credit Party executing this Agreement hereby grants to the Lender a security interest in and Lien upon all of its property and assets, Trustor (as debtor) hereby grantswhether real or personal, conveystangible or intangible, pledgesand whether now owned or hereafter acquired, assigns and transfers to Beneficiary (as secured party), as agent and representative for or in which it now has or at any time in the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the "Security Interest") in, all future may acquire any right, title, claimor interest, estate including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and interest deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all General Intangibles (including all Intellectual Property, Stock, contract rights, and choses in action); and to the extent not otherwise included, all Personalty Proceeds and Fixtures, other than Excluded Assets, whether now owned products of all and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper"); 9.1.2. Any and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under all collateral security and guarantees given by any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise Person with respect to any of the foregoing, includingbut excluding in all events Hazardous Waste (all of the foregoing, without limitationtogether with any other collateral pledged to the Lender pursuant to any other Loan Document, collectively, the "Collateral"). (b) Borrower, Lender and each other Credit Party executing this Agreement agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Lender. Borrower and each other Credit Party executing this Agreement represents, warrants and promises to Lender that: (i) Borrower and each other Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to grant a Lien pursuant to txx Xxxx Xxxxments, and has good and marketable title thereto free and clear of any and all rights Liens or claims of others, other than Permitted Encumbrances; (ii) the security interests granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule (6.1) (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to the Lender in duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any returned public office, except those relating to Permitted Encumbrances. Borrower and each other Credit Party executing this Agreement promise to defend the right, title and interest of Lender in and to the Collateral against the claims and demands of all Persons whomsoever, and each shall take such actions, including (x) the prompt delivery of all original Instruments, Chattel Paper and certificated Stock owned by Borrower and each other Credit Party granting a Lien on Collateral to Lender, (y) notification of Lender's interest in Collateral at Lender's request, and (z) the institution of litigation against third parties as shall be prudent in order to protect and preserve each Credit Party's and Lender's respective and several interests in the Collateral. Borrower (and any other Credit Party granting a Lien in Collateral) shall mark its Books and Records xxxtaining to the Collateral to evidence the Loan Documents and the Liens granted under the Loan Documents. All Chattel Paper shall be marked with the following legend: "This writing and the obligations evidenced or repossessed goods and unpaid seller's rights, secured hereby are subject to the security interest of General Electric Capital Corporation." (c) all guarantees, endorsements Lender shall release the lien and indemnifications on, or of, any mortgage on the real property described in the Mortgage on the date when (1) the average daily excess Borrowing Availability for the immediately preceding six months is at least $250,000 and (2) as at the end of each of the foregoing and (d) all powers immediately preceding four Fiscal Quarters, Borrower has maintained a Fixed Charge Coverage Ratio of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesnot less than 1.25:1.0.

Grant of Security Interest. To secure the payment and performance of -------------------------- the Secured Obligations as Indebtedness, Borrower does hereby unconditionally and when dueirrevocably assign, Trustor (as debtor) hereby grantspledge and grant to Lender a first priority, conveyscontinuing security interest and lien in and to all right, pledgestitle and interest of Borrower in the following property of Borrower, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit whether now owned or existing or hereafter acquired regardless of Trustee and the Holders, security interests where located (collectively, the "Security InterestCollateral"): (a) in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) of the UCC (the "Chattel Paper")The Financed Notes Receivable; 9.1.2. Any (b) The Deeds of Trust and all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts")Purchase Documents; 9.1.3. Any (c) All deposits, accounts, accounts receivable, general intangibles and all rights to payment for goods sold other receivables arising under or leased or services rendered, whether or not earned by performance and all rights in respect of connection with the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or InstrumentPledged Documents, together with (a) any collateral assignedall payments, hypothecated or held to secure any privileges and benefits arising out of the foregoing enforcement thereof, and the rights under all funds held in any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise deposit accounts related to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and Financed Notes Receivable; (d) all powers All policies of attorney title insurance related to the Deeds of Trust; (e) All documents, instruments, pledged assets and chattel paper relating to the Pledged Documents and the other properties and rights described as Collateral herein; (f) All cash and other monies and property of Borrower in the possession or under the control of Lender; (g) All books, records, ledger cards, files, correspondence, computer tapes, disks and software relating to the Pledged Documents or any other Collateral described herein; (h) All management, marketing, servicing, maintenance or other similar contracts for the execution Resort; and (i) All proceeds, extensions, amendments, additions, improvements, betterments, renewals, substitutions and replacements of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesthe foregoing.

Grant of Security Interest. To secure As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations as and when dueObligations, Trustor (as debtor) Recco hereby assigns, pledges, grants, conveys, pledgestransfers, assigns delivers and transfers sets over to Beneficiary (as secured party), as agent the Collateral Agent for its benefit and representative for the equal and ratable benefit of Trustee the holders of the Obligations a security interest in all Recco's right, title and interest in, to and under the Holdersfollowing, security interests whether now owned or hereafter acquired, in each case, only as related to the Purchased Contracts (collectively, the "Security InterestCollateral"): (a) inall Chattel Paper related to the Purchased Contracts, and other contracts and Supporting Obligations related to the Purchased Contracts (as the same may be amended, modified, supplemented, restated or replaced from time to time) and amounts paid or payable with respect thereto; (b) all Files (including all Dealer Assignments) and Contract Lists, and all right, title, claim, estate title and interest of Recco in and to all Personalty the documents, agreements and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever locatedinstruments included in the Files, including, without limitation, the following but expressly excluding in each case any Excluded Assets: 9.1.1. Any and all "chattel paper" as such term is defined in Section 9-105(b) rights of the UCC (the "Chattel Paper")recourse of Recco against Vehicle Dealers; 9.1.2. Any and (c) all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts"); 9.1.3. Any Insurance Policies and all rights of Recco in all Insurance Policies; (d) all security interests, Liens, guaranties, mortgages and other encumbrances in favor of or assigned or transferred to payment for goods sold or leased or services renderedRecco in and to Purchased Contracts and Vehicles, whether or not earned by performance and all rights accessions thereto and replacements thereof, and in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting other property in which a security interest in such collateral, is assigned or transferred to Recco; (be) all goodsof Recco's General Intangibles, Documents, Instruments, Accounts, general ledger sheets, files, records, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, tapes, cards, computer tapes and all other data and data storage systems (whether in the sale possession of which gave rise Recco or any other Person) relating to any of the foregoing; (f) all Deposit Accounts, moneys, deposits, funds, accounts and instruments relating to the foregoing; (g) each Lock-Box, the funds on deposit in the Clearing Account pursuant to Section 5(d) hereof, the Hedge Agreement Reserve Account and the Collection Account (including, without limitation, all funds at any time on deposit therein and all Permitted Investments in which such funds may at any time be invested); (h) the Sale Agreement and all other Operative Documents to which Recco is a party, including, without limitation, all rights of Recco to amounts due or to become due under or in connection with, and to enforce, such agreements; (i) any returned Hedge Agreement and any guarantees or repossessed goods other credit enhancement associated therewith; and (j) to the extent not otherwise included, all Proceeds and unpaid seller's rights, (c) products of any and all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatesforegoing.

Grant of Security Interest. a. To secure the payment prompt and complete payment, performance and observance of all of the Secured Obligations as obligations, indebtedness and when due, Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for liabilities of Debtor under the equal and ratable benefit of Trustee and the Holders, security interests Guaranty Agreement (collectively, the "Security InterestSecured Obligations") ), and to induce Lender to enter into the Credit Agreement, to issue the Commitment and to make the Revolving Credit Loan and any other extensions of credit provided for therein available to Borrower in accordance with the respective terms thereof, Debtor hereby grants to Lender a security interest in all of Debtor's right, title and interest in, all right, title, claim, estate to and interest in and to all Personalty and Fixtures, other than Excluded Assets, under the following whether now owned and existing by or owing to, or hereafter acquired by or arising, and wherever located, arising in favor of Debtor (including, without limitation, the following but expressly excluding in each case under any Excluded Assets: 9.1.1. Any trade names, styles or divisions thereof), and regardless of where located (all "chattel paper" of which being hereinafter collectively referred to as such term is defined in Section 9-105(b) of the UCC (the "Collateral"): (i) all Accounts; (ii) all Chattel Paper"); 9.1.2. Any and (iii) all "accounts" as such term is defined in Section 9-106 of the UCC (the "Accounts")Contracts; 9.1.3. Any (iv) all Documents; (v) all Equipment; (vi) all General Intangibles; (vii) all Instruments; (viii) all Inventory; (ix) all other money, cash or cash equivalents of Debtor; (x) all books and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, records (including without limitation all such rights constituting credit files, customer lists, computer files, computer programs, computer printouts, or evidenced by any Accountother computer material) of Debtor identifying, Chattel Paper evidencing or Instrument, together with (a) any collateral assigned, hypothecated or held otherwise pertaining to secure any of the foregoing Collateral described above; and (xi) all Proceeds of any of the Collateral described above. b. In addition, to secure the prompt and complete payment, performance and observance of the rights under any security agreement granting Secured Obligations and in order to induce Lender as aforesaid, Debtor hereby grants to Lender, a security interest in such collateral, (b) all goods, the sale property of which gave rise to any of the foregoingDebtor held by Lender, including, without limitation, all rights property of every description, now or hereafter in the possession or custody of or in transit to Lender for any returned purpose, including safekeeping, collection or repossessed goods and unpaid seller's rightspledge, (c) all guarantees, endorsements and indemnifications onfor the account of Debtor, or of, as to which Debtor may have any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness right or security or other writing in connection therewith Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificatespower.