Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. Borrower hereby grants to Lender a continuing security interest in and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower The Debtor hereby grants to Lender a continuing security interest in the Secured Party for the benefit of the Secured Party and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where locatedLenders, to secure the full, punctual and unconditional payment and performance of the Obligations. Anything herein , a security interest in all of the Debtor's right, title and interest in and to the contrary notwithstanding: following properties, assets and rights of the Debtor, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds and products thereof (aall of the same being hereinafter called the "Collateral"): all personal and fixture property of every kind and nature including without limitation all Goods (including Inventory, Equipment and any Accessions thereto), Instruments (including promissory notes), Documents, Accounts, Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper), Deposit Accounts (other than payroll accounts), Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), Commercial Tort Claims, Securities and all other Investment Property, Supporting Obligations, any other contract rights or rights to the payment of money, all sums payable under any policy of insurance (including without limitation, any return for premiums), tort claims, and all General Intangibles (including all Payment Intangibles). The Secured Party acknowledges that the attachment of its security interest in any Commercial Tort Claim is subject to the Debtor's compliance with Section 8.22(g). The Debtor agrees that the security interest herein granted has attached and shall continue until (i) Borrower shall remain liable the Obligations have been paid, performed and undefeasibly discharged in full and (ii) the Lenders are no longer committed to extend any credit to the Debtor under the contracts Credit Agreement or any other Loan Document. The security interest is granted as security only and agreements included in shall not subject the Collateral Secured Party or the Lenders to, transfer to the extent set forth therein to perform all of its duties and obligations thereunder to Secured Party or the same extent as if this Agreement had not been executed; (b) the exercise by Lender of Lenders, or in any of the rights hereunder shall not release Borrower from any of its duties way affect or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have modify, any obligation or liability under of the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated Debtor with respect to perform any of the obligations Collateral or duties any transaction in connection therewith. Except during the existence of Borrower thereunder or an Event of Default, the Debtor shall retain the right to take vote any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness Investment Property constituting Collateral in a manner not inconsistent with the terms of every nature of Borrower to Lender now or hereafter existing under this Agreement or and the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableCredit Agreement.

Grant of Security Interest. Borrower To secure all of the obligations of Lessee under this Agreement, Lessee hereby grants to Lender unto Lessor a continuing security interest in and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts Lessee’s Craft and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) all of Lessee’s personal property, fixtures, and equipment located on or used in connection with Lessee’s Craft and/or the exercise Designated Boat Slip (collectively, the “Secured Property”). Promptly at Lessor’s request, Lessee shall execute and deliver to Lessor all UCC financing statements and other documents requested by Lender Lessor to evidence and perfect the security interest granted herein. Lessor shall have the right to make all UCC filings deemed necessary or appropriate by Lessor to evidence and perfect the security interest granted herein. Upon any Lessee Event of Default (hereinafter defined) by Lessee, Lessor shall have all of the rights of a secured party under the Texas Uniform Commercial Code in instances where the debtor is in default, including without limitation the right to sell or cause to be sold, in any one or more public or private sales, or otherwise realize upon the value of, any or all of the Secured Property, subject to the provisions of the Texas Uniform Commercial Code. Unless otherwise provided by law, any requirement of reasonable notice of any such sale shall be satisfied if Lessor gives to Lessee such notice, in accordance with the notice provisions of this lease, ten days before any such sale. Upon notice by Lessor to Lessee that any Event of Default exists, and for so long as such Event of Default remains uncured, Lessee shall have no right to remove any of the rights hereunder Secured Property from the Designated Boat Slip, and Lessor shall not release Borrower from any of its duties or obligations under have the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or right to take possession of such Secured Property, and take steps to hinder any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, includingattempt at its removal, without limitationany liability to Lessee for trespass, the principal amount of all debtsconversion, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableotherwise.

Grant of Security Interest. Borrower If, notwithstanding the intent of the parties to this Agreement, the leasehold interest established by this Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority (each, a “Court”) in any proceeding, including any proceeding under any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar law affecting creditors’ rights to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Lease Vehicles, then it is the intention of the parties that this Agreement together with the Collateral Agency Agreement, as such agreements apply to the Lease Vehicles, shall constitute a security agreement under applicable law (and such Lease Vehicles shall be deemed to be Pledged Master Collateral). Each Lessee hereby grants acknowledges that it has granted to Lender the Collateral Agent, pursuant to the Collateral Agency Agreement, for the benefit of the Trustee, a continuing first priority security interest in and to all of such Lessee’s right, title and interest in and to its Pledged Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of Borrower in all of the Collateralobligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now owned or existing or hereafter acquired incurred, which may arise under, out of, or arising regardless in connection with, this Agreement and any other document made, delivered or given in connection herewith, whether on account of where locatedrent, to secure payment principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and performance disbursements of the Obligations. Anything herein counsel to the contrary notwithstanding: (a) Borrower shall remain liable under Lessor or the contracts and agreements included in the Collateral Trustee that are required to be paid by such Lessee pursuant 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableterms hereof).

Grant of Security Interest. Borrower The Grantor hereby grants grants, pledges, mortgages, charges, assigns and transfers to Lender the Agent, for the ratable benefit of the Secured Parties, a continuing security interest in and to all of the Grantor’s right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless [Trademarks/Patents/Copyrights] of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest such Grantor (including, without limitation, interest which but for those items listed on Schedule A hereto) (collectively, the filing “[Trademark/Patent/Copyright] Collateral”); provided, however, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a petition security interest in bankruptcyany property to the extent that such grant of a security interest is prohibited by any requirements of law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such requirement of law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such requirement of law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; provided, further, that notwithstanding anything herein to the contrary, in no event shall the [Trademark/Patent/Copyright] Collateral include or the security interest granted under this Section 2 attach to (i) any rights or property acquired under or in connection with a lease, license, contract, property right or agreement (or any of its rights or interests thereunder) solely if and to the extent that the grant of the security interest shall, after giving effect to the PPSA or any other applicable law, constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property right or agreement, provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the [Trademark/Patent/Copyright] Collateral shall include, and the Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided further that the proceeds therefrom shall not be excluded from the definition of [Trademark/Patent/Copyright] Collateral to the extent that the assignment of such proceeds is not prohibited, and (ii) any applications for Trademarks filed in the United States Patent and Trademark Office on the basis of any Grantor’s intent to use such xxxx and for which a form evidencing use of the xxxx has not yet been filed with the United States Patent and Trademark Office, to the extent that granting a security interest in such Trademark application prior to such filing would accrue on adversely affect the enforceability or validity of such obligations) and all fees, costs and expenses now or from time to time owing, due or payableTrademark application.

Grant of Security Interest. Borrower hereby grants to Lender a continuing security The due and punctual payment of the principal of and interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest in and to all rightpayment date, title at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of Borrower in and interest (to the Collateralextent permitted by law), whether now owned or existing or hereafter acquired or arising regardless of where locatedif any, to secure payment on the Notes and performance of all other obligations of the Obligations. Anything herein Company to the contrary notwithstanding: (a) Borrower shall remain liable Holders or the Trustee under this Indenture and the contracts and agreements included Notes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each Holder, by its acceptance of Notes, consents and agrees 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 Lender of any terms of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and Collateral Agreements (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount provisions providing for foreclosure and release of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for Collateral) as the filing of a petition same may be in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now effect or may be amended from time to time owingin accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Agreements, due and will do or payablecause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take, including without limitation upon request of the Trustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens except as expressly permitted by the applicable Collateral Agreement or this Indenture. The Collateral Agent may open and maintain one or more accounts to hold the Collateral and the Collateral Agreements from time to time, it being understood that such accounts shall not in any way expand or otherwise affect the Collateral Agent’s duties under the Indenture and the Collateral Agreements.

Grant of Security Interest. Borrower The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Purchasers to the Sellers under Applicable Law. For such purpose, each Seller hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Administrative Agent, as agent for the Secured Parties, a lien and continuing security interest in and to all of such Seller’s right, title and interest in, to and under (but none of Borrower in the obligations under) all Collateral, whether now owned or existing or hereafter arising or acquired or arising regardless of where by such Seller, 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 ObligationsAggregate Unpaids of such Seller arising in connection with this Agreement, the Sellers Guaranty 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 Aggregate Unpaids. The assignment under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, the Purchaser Agents, the Liquidity Banks or any of the Secured Parties of any obligation of the Sellers 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) Borrower the Sellers shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Administrative Agent, as agent for the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release Borrower the Sellers from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender none of the Administrative Agent, the Purchaser Agents, the Liquidity Banks or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Administrative Agent, the Purchaser Agents, the Liquidity Banks or any Secured Party be obligated to perform any of the obligations or duties of Borrower the Sellers thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower hereby grants grants, pledges and assigns to Lender a continuing security interest in and to all of Borrower’s respective right, title and interest in and to the property described on the attached Schedule A-1, now or hereafter arising or acquired, wherever located, together with any and all additions, accessions, parts, accessories, substitutions and replacements thereof, now or hereafter installed in, affixed to or used in connection with said property (the “Equipment”), in all proceeds thereof, cash and non-cash, including, but not limited to, proceeds of notes, checks, instruments, indemnity proceeds, or any insurance on such and any refund or rebate of premiums on such (“Collateral”). This Agreement secures the prompt payment and complete performance in full when due, whether at the stated maturity, by acceleration or otherwise, of all payment and other obligations of Borrower under or in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of connection with this Agreement, nor shall Lender be obligated to perform the Business Purpose Promissory Note executed in connection with the Loan Number referenced above with Borrower as the maker (the “Note”), and any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensionsextensions or substitutions for any such instrument, restructurings and refinancing thereofalso any and all other liabilities of Borrower to Lender, includingor any affiliate of either Lender or JPMORGAN CHASE & CO., direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and without limitation, all indebtedness, leases, debts and liabilities (including principal, interest, late charges, collection costs, attorney fees and the principal amount like) (collectively, the “Obligations”). The absence of any reference to this Agreement in any documents, instruments or agreements evidencing or relating to any Obligations secured hereby shall not limit or be construed to limit the scope of this Agreement. While any Obligations are outstanding, Borrower is and will continue to be (or, with respect to after acquired property, will be when acquired) the legal and beneficial owner of the Collateral free and clear of any Lien except for the security interest created by this Agreement. No effective Uniform Commercial Code (“UCC”) financing statement or other instrument providing notice of a security interest in all debtsor any part of the Collateral is on file in any recording office, except those in favor of Lender. At its sole expense, Borrower shall protect and defend Lender’s first priority security interest in the Collateral against all claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payabledemands whatsoever.

Grant of Security Interest. Borrower For good and valuable consideration, the receipt and sufficiency of which are hereby grants acknowledged, to Lender secure all of the Secured Obligations, the Grantor does hereby mortgage, pledge and hypothecate to the Secured Party, and grant to the Secured Party a continuing security interest in all of the following property (the “Copyright Collateral”), whether now owned or hereafter acquired or existing by it, being all copyrights (including all copyrights for semi-conductor chip product mask works) of the Grantor, whether statutory or common law, registered or unregistered, now or hereafter in force throughout the world including all of the Grantor’s right, title and interest in and to all right, title and interest of Borrower copyrights registered in the CollateralUnited States Copyright Office or anywhere else in the world and also including the copyrights referred to in Item A of Attachment 1 attached hereto, and all applications for registration thereof, whether now owned pending or existing or hereafter acquired or arising regardless in preparation, all copyright licenses, including each copyright license referred to in Item B of where locatedAttachment 1 attached hereto, the right to secure payment xxx for past, present and performance future infringements of any thereof, all rights corresponding thereto throughout the world, all extensions and renewals of any thereof and all Proceeds of the Obligationsforegoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit. Anything Notwithstanding anything herein to the contrary notwithstanding: (a) Borrower contrary, in no event shall remain liable the Collateral include, and the Grantor shall not be deemed to have granted a security interest in, any of the Grantor’s rights or interests in any license, contract or agreement to which the Grantor 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 contracts and agreements included express terms of such license, contract or agreement or otherwise, result in a breach of the Collateral terms of, or constitute a default under such license, contract or agreement (other than to the extent set forth therein that any such term would be rendered ineffective pursuant to perform Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and the Grantor shall have granted a security interest in, all of its duties such rights and obligations thereunder to the same extent interests as if this Agreement such provision had not never been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableeffect.

Grant of Security Interest. (a) This Agreement constitutes a security agreement, and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby transfers, conveys, assigns and grants to Lender the Trustee, for the benefit of the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) all Collateral and all loans, securities, chattel paper, financial assets, investment property, instruments, general intangibles, payment intangibles, accounts, deposit accounts, money, documents, agreements, investments and all other property and assets of any type or nature in which the Borrower in the Collateralhas an interest, whether now owned or existing or hereafter arising or acquired or arising regardless of where 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 all Aggregate Unpaids 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. The Trustee acknowledges such grant, accepts the trust hereunder in accordance with the provisions hereof and agrees to hold the Collateral in trust as provided herein. The grant of a security interest under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Trustee or any of the ObligationsSecured 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 the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Trustee, on behalf of the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender no Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Trustee, any 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. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower To secure Buyer’s prompt, punctual, and faithful performance in making Milestone Payments and Net Sales Payments pursuant to the Assignment Agreement, Buyer hereby grants to Lender Seller a continuing security interest in the RP101 Assets as received from Seller on the Effective Date, which shall include, for the avoidance of doubt, that certain License Agreement dated August 30, 2004 among Seller, Avantogen Limited and RESprotect GmbH, as such agreement may be amended from time to time on and after the Effective Date (the “Collateral”), which Collateral shall not be deemed to include any other property, assets or rights of Buyer or any third parties; provided, however, that the grant of the foregoing security interest shall not extend to, and the term “Collateral” shall not include, any Contract, Instrument or Chattel Paper in which Buyer has any right, title or interest if and to the extent such Contract, Instrument or Chattel Paper includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of Buyer therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such Contract, Instrument or Chattel Paper to enforce any remedy with respect thereto; provided further that the foregoing exclusion shall not apply if (a) such prohibition has been waived or such other person has otherwise consented to the creation hereunder of a security interest in such Contract, Instrument or Chattel Paper or (b) such prohibition would be rendered ineffective pursuant to Sections 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 the Bankruptcy Code) or principles of equity; provided further that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Buyer shall be deemed to have granted a security interest in, all its rights, title and interests in and to such Contract, Instrument or Chattel Paper 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 Seller’s security interest in and to all rightrights, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance interests of the Obligations. Anything herein Collateral in or to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the payment obligations or duties of Borrower thereunder other rights to receive monies due or to take become due under any action to collect such Contract, Instrument or enforce Chattel Paper and in any claim for payment assigned hereunder. The security interest granted hereby secures the payment such monies and performance other proceeds of the obligationssuch Contract, liabilities and indebtedness of every nature of Borrower to Lender now Instrument or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableChattel Paper.

Grant of Security Interest. Borrower If, notwithstanding the intent of the parties to this Agreement, the leasehold interest established by this Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority (each, a “Court”) in any proceeding, including any proceeding under any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar law affecting creditors’ rights to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Lease Vehicles, then it is the intention of the parties that this Agreement together with the Collateral Agency Agreement, as such agreements apply to the Lease Vehicles, shall constitute a security agreement under applicable law (and such Lease Vehicles shall be deemed to be Lessee Grantor Master Collateral). Each Lessee hereby grants acknowledges that it has granted to Lender the Collateral Agent, pursuant to the Collateral Agency Agreement, for the benefit of the Trustee, a continuing first priority security interest in and to all of such Lessee’s right, title and interest in and to its Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of Borrower in all of the Collateralobligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now owned or existing or hereafter acquired incurred, which may arise under, out of, or arising regardless in connection with, this Agreement and any other document made, delivered or given in connection herewith, whether on account of where locatedrent, to secure payment principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and performance disbursements of the Obligations. Anything herein counsel to the contrary notwithstanding: (a) Borrower shall remain liable under Lessor or the contracts and agreements included in the Collateral Trustee that are required to be paid by such Lessee pursuant 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableterms hereof).

Grant of Security Interest. Borrower Lender and Debtor agree that: (a) a separate and distinct portion of the Collateral shall secure the Revolving Credit Facility; (b) a separate and distinct portion of the Collateral shall secure the Term Loan Facility; and (c) a separate and district portion of the Collateral shall secured the Letter of Credit. Accordingly, as collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness arising under the Revolving Credit Facility, Debtor hereby re-pledges to and re-grants to Lender Lender, a continuing security interest in and to in, all of Debtor’s right, title and interest of Borrower in the CollateralRLOC Equipment and the Collateral described in Sections 1(d)(i), (iii) and (iv) of the Agreement, whether now owned by Debtor or hereafter acquired and whether now existing or hereafter acquired coming into existence. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or arising regardless of where located, to secure payment and performance otherwise) of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable Indebtedness arising under the contracts Term Loan Facility, Debtor hereby pledges to and agreements included grants Lender, and re-pledges to and re-grants Lender, a security interest in, all of Debtor’s right, title and interest in the Geospace Equipment and the Collateral described in Section 1(d)(iii) and (iv) of the Agreement, whether now owned by Debtor or hereafter acquired and whether now existing or hereafter coming into existence. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness arising under the Letter of Credit, Debtor hereby pledges to the extent set forth therein and grants Lender, and re-pledges to perform and re-grants Lender, a security interest in, all of its duties Debtor’s right, title and obligations thereunder to interest in the same extent as if this Agreement had not been executed; Letter of Credit Equipment and the Collateral described in Section 1(d)(iii) and (biv) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender whether now owned by Debtor or hereafter acquired and whether now existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablehereafter coming into existence.

Grant of Security Interest. Borrower Each of Group and Operating hereby grants to Lender the Secured Party, to secure the payment and performance in full of all of the Obligations, a continuing security interest in and so pledges and assigns to all rightthe Secured Party the following properties, title assets and interest rights of Borrower in the Collateralsuch Debtor, wherever located, whether now owned or existing or hereafter acquired or arising regardless of where locatedfrom (collectively, to secure payment and performance the “Collateral”): (i) all Equipment of the Obligations. Anything herein to Debtor acquired with the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all proceeds of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and the Primary Shares (as defined in the Purchase Agreement) (the “Issuance Proceeds”)(including, without limitation, the Equipment identified on Schedule 1 to this Agreement) (the “Pledged Equipment”), (ii) all renewalsadditions and Accessions to the Pledged Equipment acquired with the Issuance Proceeds, extensions(iii) any software and/or intellectual property (including that embedded in or integrated with the Pledged Equipment) acquired with the Issuance Proceeds, restructurings (iv) all Documents covering all or any part of the Pledged Equipment, and refinancing thereof(v) all Proceeds of the foregoing, including, without limitation, Cash Proceeds and Noncash Proceeds of all or any part of the Pledged Equipment; provided, however, that in no event shall the security interest granted hereunder attach to any contract or license to which the Debtor is a party or any of its rights or interests thereunder, or any property or assets subject to any contract or license, if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the Debtor therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract or license, except, in each case, to the extent that any such term is rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity; provided further, that notwithstanding the foregoing, such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract or license, or property subject thereto, that does not result in any of the consequences specified in clause (x) or (y) above. Notwithstanding any thing to the contrary herein, at all times that the SBC Lien remains in effect, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for Obligations secured by the filing Collateral shall not exceed 100% of a petition in bankruptcy, would accrue on the cost of such obligations) and all fees, costs and expenses now or from time to time owing, due or payableCollateral.

Grant of Security Interest. Borrower To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, the Seller hereby grants to Lender the Administrator, for the benefit of the Purchasers, a continuing security interest in and to all of the Seller’s right, title and interest (including any undivided interest of Borrower in the CollateralSeller) in, to and under all of the following, whether now owned or hereafter owned, existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstandingarising: (ai) Borrower shall remain liable under the contracts and agreements included in the Collateral all Pool Receivables, (ii) all Related Security with respect to the extent set forth therein such Pool Receivables, (iii) all Collections with respect to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; such Pool Receivables, (biv) the exercise by Lender of any of Collection Accounts, the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note Lock-Boxes and all renewalsamounts on deposit therein, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all feescertificates and instruments, costs and expenses now or if any, from time to time owingevidencing such Collection Accounts, due the Lock-Boxes and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement and the Sub-Originator Sale Agreement (as assignee of Comdata Inc.) and (vi) all proceeds of, and all amounts received or payablereceivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Administrator, for the benefit of the Purchasers, shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrator (for the benefit of the Purchasers) to file financing statements in each jurisdiction the Administrator deems necessary and appropriate to perfect its security interest in the Pool Assets, describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Except as expressly set forth herein and in the other Transaction Documents, the Administrator shall not agree in writing to release all or a material portion of the Pool Assets from its security interest created hereunder without the consent of all Purchaser Agents.

Grant of Security Interest. To secure the prompt payment and performance of all of the Obligations, New Borrower hereby grants to Lender Bank a continuing lien upon and security interest in and to all right, title of New Borrower’s now existing or hereafter arising rights and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired created, acquired, or arising regardless of where arising, and wherever located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, all of New Borrower’s assets, and all of New Borrower’s books relating to the principal amount foregoing and any and all claims, rights and interests in any of the above and all debtssubstitutions for, claims additions, attachments, accessories, accessions and indebtednessimprovements to and replacements, accrued products, proceeds and unpaid insurance proceeds of any or all of the foregoing. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant a valid, perfected first priority security interest to Bank in the Collateral (includingsubject only to Permitted Liens that are permitted pursuant to the terms of the Loan Agreement to have superior priority to Bank’s lien under the Loan Agreement). New Borrower hereby authorizes Bank to file financing statements, without limitationnotice to Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s interest which but for or rights hereunder, including a notice that any disposition of the filing Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of a petition Bank under the Code. Any such financing statement may indicate the Collateral as “all assets of Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableBank’s discretion.

Grant of Security Interest. Borrower The Grantor hereby grants grants, pledges, mortgages, charges, assigns and transfers to Lender the Agent, for the ratable benefit of the Secured Parties, a continuing security interest in and to all of the Grantor’s right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless Trademarks of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest such Grantor (including, without limitation, interest which but for those items listed on Schedule A hereto) (collectively, the filing “Trademark Collateral”); provided, however, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a petition security interest in bankruptcyany property to the extent that such grant of a security interest is prohibited by any requirements of law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such requirement of law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such requirement of law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; provided, further, that notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under this Section 2 attach to (i) any rights or property acquired under or in connection with a lease, license, contract, property right or agreement (or any of its rights or interests thereunder) solely if and to the extent that the grant of the security interest shall, after giving effect to the PPSA or any other applicable law, constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property right or agreement, provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Trademark Collateral shall include, and the Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided further that the proceeds therefrom shall not be excluded from the definition of Trademark Collateral to the extent that the assignment of such proceeds is not prohibited, and (ii) any applications for Trademarks filed in the United States Patent and Trademark Office on the basis of any Grantor’s intent to use such xxxx and for which a form evidencing use of the xxxx has not yet been filed with the United States Patent and Trademark Office, to the extent that granting a security interest in such Trademark application prior to such filing would accrue on adversely affect the enforceability or validity of such obligations) and all fees, costs and expenses now or from time to time owing, due or payableTrademark application.

Grant of Security Interest. (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Secured Parties to the Borrower under Applicable Law. For such purpose, the Borrower hereby grants Grants as of the Closing Date to Lender the Trustee, as agent, on behalf of the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (including any Hedging Agreements), whether now owned or existing or hereafter arising or acquired or arising regardless of where 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 ObligationsObligations of the Borrower owed to the Secured Parties. 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 Trustee, the 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 Originator and the Borrower shall remain liable under the contracts Transferred Loans and agreements included in the related Collateral to the extent set forth therein to perform all of its their respective duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Trustee on behalf of the Secured Parties or the Agent, as agent for the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release the Originator and the Borrower from any of its their respective duties or obligations under the contracts Transferred Loans and agreements included in the other Collateral; , and (c) Lender none of the Trustee, the Agent nor any other Secured Party shall not have any obligation obligations or liability under the contracts Loans and agreements included in the other Collateral by reason of this Agreement, nor shall Lender the Trustee, the 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. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. (a) The Borrower hereby grants Grants as of the Closing Date to Lender the Trustee, on behalf of the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of Borrower in the obligations under) all Collateral, whether now owned or existing or hereafter arising or acquired or arising regardless of where by the Borrower, and wherever the same may be located, ; such Grant is made in trust to secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the ObligationsAggregate Unpaids 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. The Trustee acknowledges such Grant, accepts the trust hereunder in accordance with the provisions hereof and agrees to hold the Collateral in trust as provided herein. The Grant of a security interest under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Trustee, the Administrative Agent, the Liquidity Banks or any of the 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 the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Trustee on behalf of the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender none of the Trustee, the Administrative Agent, the Liquidity Banks or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Trustee, the Administrative Agent, the Liquidity Banks or any 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. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower To secure the payment or performance, as the case may be, in full of the Secured Obligations owing by each Pledgor, whether at stated maturity, by acceleration or otherwise, each Pledgor hereby pledges to the Collateral Agent, and grants to Lender the Collateral Agent for the benefit of the respective Secured Parties a continuing first priority security interest in the collateral described in Section 2(b) (collectively, the “Pledged Collateral”) owned by such Pledgor; provided, however, that in no event shall any portion of the Pledged Collateral (i) constituting Residual Collateral include Excluded Collateral and (ii) include (x) any SN Intercompany Notes and, to all the extent not otherwise constituting Shared Collateral, any proceeds, products, substitutions or replacements therefor or (y) any right, title and or interest of the Initial Borrower, solely in its capacity as a Secured Party, in or to any agreement that grants security to the Initial Borrower in the CollateralSpecified Collateral and which agreement is collaterally assigned by the Initial Borrower to the Note Trustee pursuant to the Pledge and Assignment as in effect on the date hereof; provided further, whether now owned that (A) notwithstanding anything herein or existing or hereafter acquired or arising regardless in any other Credit Document to the contrary, the maximum liability under this Pledge Agreement and under the other Credit Documents of where located, each Pledgor shall not exceed an amount equal to secure payment and performance the largest amount that would not render such Pledgor’s obligations hereunder subject to avoidance under Section 548 of the ObligationsBankruptcy Code or any equivalent provision of the law of any state and (B) notwithstanding anything herein or in any other Indenture Document to the contrary, the maximum liability under this Pledge Agreement and under the other Indenture Documents of each Pledgor shall not exceed an amount equal to the largest amount that would not render such Pledgor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any equivalent provision of the law of any state. The pledge and grant of a security interest under this Section 2 does not constitute and is not intended to result in a creation or an assumption by the Collateral Agent or any of the Secured Parties (other than the Initial Borrower) of any obligation of the Pledgors or any other Person in connection with any or all of the Pledged Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding: , (a) Borrower the Pledgors shall remain liable under the contracts and agreements included in the Pledged Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Pledge Agreement had not been executed; , (b) the exercise by Lender the Collateral Agent, as agent for the Secured Parties, of any of its rights in the rights hereunder Collateral (other than taking title thereto) shall not release Borrower any Pledgor from any of its duties or obligations under the contracts and agreements included in the Pledged Collateral; , and (c) Lender none of the Collateral Agent or the Secured Parties (other than the Initial Borrower) shall not have any obligation obligations or liability under the contracts and agreements included in the Pledged Collateral by reason of this Pledge Agreement, nor shall Lender the Collateral Agent or any Secured Party (other than the Initial Borrower) be obligated to perform any of the obligations or duties of Borrower any Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now hereunder or hereafter existing preserve any Pledgor’s rights under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablePledge Agreement.

Grant of Security Interest. Borrower Each of the Grantors hereby pledges, assigns and grants to Lender the Administrative Agent and its successors and assigns, on behalf of and for the benefit of the Secured Parties, a continuing security interest in and to all of such Grantor’s right, title and interest of Borrower in the Collateralinterest, whether now owned or existing or hereafter acquired or arising regardless of where locatedacquired, in and to the Collateral to secure the prompt and complete payment and performance of the Secured Obligations; provided that, notwithstanding anything to the contrary contained in this Article II, (a) the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Assets and (b) the amount of Equity Interests in any Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Internal Revenue Code (a “CFC Holdco”) or that is owned by a foreign subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code (a “CFC”) pledged or required to be pledged to the Administrative Agent hereunder or under any other Collateral Document shall be automatically limited to 65% of the voting capital stock of any such CFC or CFC Holdco and 100% of the non-voting capital stock of any such CFC or CFC Holdco. Anything For the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an assignment of intellectual property rights owned by the Grantors. In addition, for the avoidance of doubt, (i) neither the Borrower nor any Subsidiary shall be required to obtain bailee or landlord waivers in respect of any location where Inventory is stored and (ii) no Equity Interest in any Subsidiary may be pledged or included in the term “Collateral” or otherwise subject to the provisions of this Agreement unless such Subsidiary is (y) a Domestic Subsidiary or (z) a First Tier Foreign Subsidiary that, in the case of this clause (z), is a Material Subsidiary. Any other provision of this Agreement to the contrary notwithstanding: (a) Borrower , in no event shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of grant any Lien in any Excluded Assets, nor shall any representation, warranty, covenant, duty, undertaking, indemnity or other provision in this Agreement apply to any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableExcluded Assets.

Grant of Security Interest. Borrower hereby For valuable consideration, Grantor grants to Lender a continuing security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all right, title and interest of Borrower other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the Collateralfollowing described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All personal property of every kind and nature, wherever located, whether now owned or hereafter acquired or arising regardless of where locatedarising, to secure payment whether jointly or severally owned, including all goods (including inventory, equipment, farm products, consumer goods and performance of the Obligations. Anything herein to the contrary notwithstanding: any accessions thereto), fixtures, documents, instruments (a) Borrower shall remain liable under the contracts including promissory notes), accounts (including health care insurance receivables), securities and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreementother investment property, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the supporting obligations, liabilities and indebtedness chattel paper (whether tangible or electronic), commercial tort claims, deposit accounts, letter of every nature credit rights (whether or not the letter of Borrower to Lender now or hereafter existing under this Agreement or the Note credit is evidenced by a writing), and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest general intangibles (including, without limitation, interest which but for all payment intangibles, patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, copyrights, copyright applications, software, service marks, goodwill, licenses, permits and agreements of every kind utilized in the filing business), all records of any kind relating to the foregoing, together with all cash proceeds, non-cash proceeds and products thereof, additions and accessions thereto, replacements and substitutions thereof. This Agreement covers, and is intended to cover, all assets. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (A) All accessions, attachments, accessories, replacements of and additions to any of the collateral described herein, whether added now or later. (B) All products and produce of any of the property described in this Collateral section. (C) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a petition sale, lease, consignment or other disposition of any of the property described in bankruptcythis Collateral section. (D) All proceeds (including insurance proceeds) from the sale, would accrue on such obligations) destruction, loss, or other disposition of any of the property described in this Collateral section, and all fees, costs and expenses now sums due from a third party who has damaged or destroyed the Collateral or from time that party's insurer, whether due to time owingjudgment, settlement or other process. (E) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media. CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of either Grantor or Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower and Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or payablenot due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. All loans, including, but not limited to, Term Loan G as evidenced by the Note, are secured by all of the Collateral on a pari-passu basis.

Grant of Security Interest. Borrower To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations (as defined in Section 3 of the Existing Security Agreement), each Obligor (as defined in the Existing Security Agreement) hereby grants to Lender the Agent, for the benefit of the Lenders, a continuing security interest in in, and a right to set off against, any and all right, title and interest of Borrower such Obligor in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, and to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereofcontract rights, including, without limitation, (a) (i) all rights under the principal amount Purchase Agreement, specifically including the Borrower's rights to indemnification from Texas Instruments for Texas Instruments' breach of the warranties set forth in the second sentence of Section 5.5 of the Purchase Agreement, the second sentence of Section 5.6 of the Purchase Agreement and the third sentence of Section 5.7 of the Purchase Agreement, arising under Section 13.1(b) of the Purchase Agreement, (ii) all debtsrights under management agreements, claims tax sharing agreements and indebtednesslease agreements and (iii) all rights to payment of money, accrued tax refunds and unpaid interest (includinginsurance proceeds, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all feesproceeds and products of the foregoing and all insurance relating thereto and all proceeds of such insurance, costs whether now existing or hereafter arising and expenses now (b) all other TIWP Assets constituting Collateral, as such term is defined in the Existing Security Agreement, including without limitation all TIWP Assets at the locations set forth on Schedule 2A attached hereto and the trademarks and trademark applications identified on Schedule 5A attached hereto. The Obligors, the Lenders and the Agent hereby agree that, notwithstanding anything to the contrary contained in the Existing Security Agreement, the Obligors shall not be deemed to have assigned, and the Agent shall not be deemed to have taken an assignment of, any "intent to use" federal trademark registration application until such time as either (i) an amendment alleging use with respect to the related trademark shall have been accepted for filing by the U.S. Patent & Trademark Office or from time to time owing, due or payable(ii) applicable law conclusively allows earlier assignment.

Grant of Security Interest. Borrower The Company hereby grants to Lender -------------------------- the Trustee for the benefit of the Holders to secure the Company Obligations a continuing perfected first priority security interest in all of the Company's present and to all future right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where locatedin, to secure payment and performance under the Receivables contributed by the Contributor to the Company and the Receivables Assets related thereto and its beneficial right and title in and to the Company Concentration Accounts, and agrees that this Agreement shall be deemed to constitute a security agreement under applicable law in favor of the Obligations. Anything herein to Trustee, for the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any benefit of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunderInvestor Certificateholders. The security interest granted hereby secures the payment and performance in favor of the obligationsTrust pursuant to this subsection 2.01(b) shall be granted to the Trustee, liabilities on behalf of the Trust, and indebtedness of every nature of Borrower to Lender now or hereafter existing under ------------------ each reference in this Agreement to such security interest shall be construed accordingly. In connection with the foregoing security interest, each of the Company, and the Master Servicer agrees to deliver to the Trustee each Participation Asset evidencing a Receivable or any Related Property with respect thereto (including any original document or instrument necessary to effect or to perfect such security interest) in which the participation and security interest is being perfected under the relevant UCC or otherwise by possession and not by filing a financing statement or similar document. Without limiting the generality of the foregoing sentence, each of the Company and the Master Servicer hereby agrees to deliver or cause to be delivered to the Trustee an original of (i) any promissory note or other instrument evidencing a Receivable pledged to the Trust and (ii) any chattel paper evidencing a Receivable pledged to the Trust or to stamp any such promissory note or other instrument or chattel paper in large block lettering with the following language: "THIS PROMISSORY NOTE/CHATTEL PAPER IS SUBJECT TO THE LIEN OF THE TRUSTEE PURSUANT TO THE POOLING AGREEMENT DATED AS OF DECEMBER , 2000, AMONG HUNTSMAN RECEIVABLES FINANCE LLC, HUNTSMAN (EUROPE) B.V.B.A., AND CHASE MANHATTAN BANK (IRELAND) plc". The foregoing grant of the Participation and the security interest does not constitute and is not intended to result in a creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or the Note and all renewalsCompany, extensionsin their capacity as a Holder, restructurings and refinancing thereofof any obligation of the Master Servicer, the Company, an Originator or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor. In this Agreement, notwithstanding any of the principal amount other provisions of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for this Agreement or any of the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.Transaction Documents:

Grant of Security Interest. As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower hereby grants to Lender Agent a continuing security interest in and to all of Borrower’s right, title title, and interest in, to and under all of Borrower in Borrower’s personal property and other assets including without limitation the Collateral, following (except as set forth herein) whether now owned or existing or hereafter acquired or arising regardless of where located(collectively, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: “Collateral”): (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executedReceivables; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the CollateralEquipment; and (c) Lender shall not have Fixtures; (d) General Intangibles (other than Intellectual Property), (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any obligation of Borrower’s property in the possession or liability under the contracts control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and agreements included all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights, in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral by reason shall automatically, and effective as of the date of this Agreement, nor shall Lender be obligated include the Intellectual Property to perform any the extent necessary to permit perfection of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The Agent’s security interest granted hereby secures in the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower Rights to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablePayment.

Grant of Security Interest. (a) As security for the punctual payment and performance of Borrower's obligations under each and all of the Note(s), whether now existing or hereinafter arising, whether the same be totally repaid and extinguished and thereafter reincurred or otherwise, direct or indirect, liquidated or contingent, whether as primary obligor or as endorser, indemnitor, or otherwise, including any obligation arising in connection with or resulting from any amendment to or extension of any Note and, further, as security for the performance and observance by Borrower of all representations, warranties and covenants made by it in this Agreement, any amendment or extension hereof or in any other agreement, document or certificate delivered in connection with this Agreement or any Note, Borrower hereby gives, sets over, assigns, transfers and grants to Lender a continuing security interest in and to (i) the Equipment, (ii) the Purchase Agreement, (iii) any and all rightadditions, title attachments, accessories, accessions, and all substitutions, replacements or exchanges to the Equipment, provided, however, that the foregoing shall not be deemed to include mixing and feeding systems which will be used in conjunction with the Collateral and (iv) any and all products and proceeds of any of the foregoing, including insurance and lease proceeds. (Together (i) - (iv) are hereinafter referred to, from time to time, individually and collectively as "Collateral"). Borrower warrants that such security interest shall be the only security interest granted by Borrower or retained by any other person or entity other than Lender (excluding only such security interest of Supplier in the Equipment as Supplier may retain to secure payment of the purchase price of the Equipment as specifically provided for in the Purchase Agreement and a subordinated lien held by LaSalle National Bank (collectively "Permitted Liens")) and Borrower shall, at its own cost and expense, promptly take such action as may be necessary to duly discharge all liens on the Collateral which result from claims against Borrower not related to the transactions contemplated by this Agreement. (b) Additions to, reductions or exchanges of, or substitutions for, the Collateral, payments on account of any obligation or liability secured hereby, or increases in the obligations and liabilities secured hereby, or the creation of additional obligations and liabilities secured hereby, may from time to time be made or occur without affecting the provisions of this Agreement or the provisions of any obligation or liability which is secured hereby. (c) Borrower hereby appoints Lender its true and lawful attorney, with full power of substitution, to take such action as Lender may deem necessary to protect and preserve its security interest in the Collateral, whether now owned or existing or hereafter acquired or arising regardless and Borrower waives its right of where locatednotice, to secure payment demand, dishonor, marshalling of Collateral, place and performance time of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all sale, advertising, statutory method of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note foreclosure and all renewalsbonds, extensions, restructurings securities and refinancing thereof, including, without limitation, the principal amount rights of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableredemption. Section 6.

Grant of Security Interest. Borrower Each of the Grantors hereby pledges, mortgages, charges, assigns (except in the case of ULC Shares) and grants to Lender the Agent, on behalf of and for the benefit of the Secured Parties, a continuing security interest in all of such Grantor’s present and to all future property and undertaking including, without limitation, its right, title and interest of Borrower in the Collateralinterest, whether now owned or existing or hereafter acquired or arising regardless of where locatedacquired, in and to the Collateral to secure the prompt and complete payment and performance of the its Secured Obligations. Anything For the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an assignment of any ULC Shares or any intellectual property rights owned by the Grantors (other than, in respect of any intellectual property rights owned by the Grantors, the collateral assignment pursuant hereto). If the grant of security hereunder with respect to any Contract, Intellectual Property right or Permit would result in the termination or breach of such Contract, Intellectual Property right or Permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such Contract, Intellectual Property right or Permit shall not be subject to the contrary notwithstanding: Liens created hereby, but shall be held in trust by the applicable Grantor for the benefit of the Agent (for its own benefit and for the benefit of the other Secured Parties) and, subject to Section 4.6.4 hereof in the case of ULC Shares, on the exercise by the Agent of its rights or remedies hereunder following a Default, shall be assigned by such Grantor as directed by the Agent; provided that (a) Borrower the security interest created hereby shall remain liable under automatically attach to such Contract, Intellectual Property right or Permit, or applicable portion thereof, immediately at such time as the contracts condition causing such termination or breach is remedied, and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any if a term of the rights hereunder Contract that prohibits or restricts the grant of the security interests in the whole of an Account or Chattel Paper forming part of the Collateral is unenforceable against the Agent under applicable law, then the exclusion from the Collateral set out above shall not release Borrower from any of its duties apply to such Account or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableChattel Paper.

Grant of Security Interest. Borrower (a) Lessee, as debtor, hereby grants to Lender Collateral Agent, as secured party, for the benefit of Lessor, a continuing security interest in and to an express contractual lien upon all of Lessee’s right, title and interest of Borrower in and to Lessee’s Personal Property and in and to the CollateralIntangible Property (but excluding Lessee’s Excluded Assets) and any and all products, whether rents, leases (including modification, extension, termination and other rights thereunder), issues, proceeds and profits thereof in which Lessee now owned or existing owns or hereafter acquired acquires an interest or arising regardless of where locatedright, to secure payment and performance of including any leased Lessee’s Personal Property (other than Lessee’s Excluded Assets) (collectively, the Obligations“Collateral”). Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform This Lease constitutes a security agreement covering all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the such Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures to Collateral Agent with respect to Lessee’s Personal Property in this Section 16.8 is intended by Lessor and Lessee to be subordinate to any security interest granted in connection with the payment financing or leasing of all or any portion of Lessee’s Personal Property so long as the lessor or financier of such Lessee’s Personal Property agrees to give Lessor written notice of any default by Lessee under the terms of such lease or financing arrangement, to give Lessor a reasonable time following such notice to cure any such default and performance consents to Lessor’s written assumption of such lease or financing arrangement upon Lessor’s curing of any such defaults. This clause shall be self-operative and no further instrument of subordination shall be required. This security agreement and the security interest created herein shall survive the expiration or earlier termination of this Lease with respect to any or all of the obligations, liabilities Facilities. Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableExchange Commission.

Grant of Security Interest. Borrower hereby For valuable consideration, Grantor grants to Lender a continuing security interest in and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word “Collateral” as used in the Agreement means Grantor’s present and future rights, title and interests in and to (together with any and all present and future additions thereto, substitutions therefore, and replacements thereof, together with any and all present and future certificates and/or instruments evidencing) the Stock described below, together with all Income and Proceeds as described herein: One hundred percent (100%) of the issued and outstanding common shares (400,000) of Universal Guaranty Life Insurance Company (the “Company”), being evidenced by Stock Certificate No. 111. CROSS-COLLATERALIZATION. In addition to the Notes, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Notes, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated whether Borrower may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statue or limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. RIGHT OF SETOFF. To the extent set forth therein to perform permitted by applicable law, Lender reserves a right of setoff in all of its duties and obligations thereunder Grantor’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor may open in the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender, to the same extent as if this Agreement had not been executed; (b) permitted by applicable law, to charge or setoff all sums owing on the exercise by Lender of Indebtedness against any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewalssuch accounts, extensionsand, restructurings at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition setoff rights provided in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.this paragraph. REPRESENTATIONS AND

Grant of Security Interest. Borrower In order to secure the payment and performance by PHHI of all present and future indebtedness and obligations of PHHI hereunder or in any other agreement entered into in connection herewith, whether direct or indirect, primary or secondary, absolute or contingent, or otherwise, including but not limited to the Advances owing from PHHI, the payment of all interest and finance charges accrued thereon and all fees, charges and expenses hereunder in respect thereof, PHHI hereby grants to Lender the Administrative Agent on behalf of the Lenders a continuing security interest in all of its right, title and Interest in and to the following properties, assets and rights of PHHI, wherever located, whether now owned or hereafter acquired or arising and all proceeds and products thereof: all personal and fixture property of every kind and nature Including without limitation all goods (including Inventory, equipment and any accessions thereto), Instruments (including promissory notes), documents, accounts (including health-care insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (collectively, the “PHHI General Collateral”’). In order to secure the payment and performance by PHMLP of all present and future indebtedness and obligations of PHMLP hereunder or in any other agreement entered into in connection herewith, whether direct or indirect, primary or secondary, absolute or contingent, or otherwise, Including but not limited to the Advances owing from PHMLP, the payment of all interest and finance charges accrued thereon and all fees, charges and expenses hereunder in respect thereof, PHMLP hereby grants to the Administrative Agent on behalf of the Lenders a security Interest in all of its right, title and interest in and to the following properties, assets and rights of Borrower in the CollateralPHMLP, wherever located, whether now owned or existing or hereafter acquired or arising regardless and all proceeds and products thereof: all personal and fixture property of where locatedevery kind and nature including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (Including promissory notes), documents, accounts (Including health-care insurance receivables), chattel paper (Whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment Intangibles) (collectively, the “PHMLP General Collateral”).” For the avoidance of doubt, by the amendment and restatement as set forth above, the Borrowers intend to grant, and hereby grant as of the effective date of this Amendment, to secure payment and performance the Administrative Agent on behalf of the Obligations. Anything herein to Lenders a security Interest in all of the contrary notwithstanding: (a) Borrower shall remain liable under PHHI General Collateral and the contracts and agreements included in the PHMLP General Collateral to the extent set forth therein to perform secure all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance all of the obligations, liabilities and indebtedness Borrowers hereunder or in any other agreements entered into by anyone or more of every nature of Borrower to Lender now or hereafter existing under them in connection with the Agreement and/or this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableAmendment.

Grant of Security Interest. Borrower Each Loan Party hereby grants the Lender, for the ratable benefit of the Lender, to Lender secure the payment and performance in full of all of the Obligations, a continuing security interest in (the “Security Interest”) in, and pledges to all rightthe Lender, title and interest for the ratable benefit of Borrower in the Lender, the Collateral, wherever located, whether now owned or existing or hereafter acquired or arising regardless arising. For clarity, any reference to “the Lender’s Lien” or any granting of where located, collateral to secure payment and performance the Lender in this Agreement or any Loan Document means the Lien granted to the Lender. All rights of the Obligations. Anything herein to Lender hereunder, the contrary notwithstanding: Security Interest, the grant of a security interest in the pledged Collateral and all obligations of each Loan Party hereunder shall be absolute and unconditional irrespective of (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all any lack of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties validity or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason enforceability of this Agreement, nor shall Lender be obligated any other Loan Document, any agreement with respect to perform any of the obligations Obligations or duties of Borrower thereunder any other agreement or instrument relating to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligationsforegoing, liabilities and indebtedness (b) any change in the time, manner or place of every nature payment of, or in any other term of, all or any of Borrower the Obligations, or any other amendment or waiver of or any consent to Lender now any departure from this Agreement, any other Loan Document or hereafter existing any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance (other than payment in full of the Obligations) that might otherwise constitute a defense available to, or a discharge of, any Loan Party in respect of the Obligations or this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableAgreement.

Grant of Security Interest. Borrower (a) The Issuer hereby assigns and grants to Lender the Agent, for the benefit of the Holders and the Agent, as their respective interests appear, to secure the payment and performance in full of all of the Obligations, a continuing security interest in and to all of its right, title and interest in and to all of Borrower in the Collateralits properties, assets and rights, wherever located, however evidenced, whether now owned or existing or hereafter acquired or arising regardless of where locatedarising, to secure payment and performance all proceeds, products, rents, offspring and profits thereof (all of the Obligations. Anything herein to same being hereinafter called the contrary notwithstanding: (a“Collateral”) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount following: All personal and fixture property of every kind and nature including without limitation all debtsfurniture, fixtures, equipment, raw materials, inventory, goods, accounts, contract rights, rights to the payment of money, insurance refund claims and indebtednessall other insurance claims and proceeds, accrued tort claims, proceeds of fraudulent transfer, preference, or similar claims, pension fund overfunded amounts, chattel paper, documents, instruments, securities (certificated and unpaid interest (uncertificated), securities entitlements, securities contracts, securities accounts, commodity contracts, commodity accounts, financial assets, investment property, deposit accounts, and all general intangibles including, without limitation, interest which but for the filing of a petition in bankruptcypayment intangibles, would accrue on such obligations) tax refund claims, license fees, patents, trademarks, copyrights and other Intellectual Property Collateral, computer programs, computer software, engineering drawings, service marks, customer lists, and all feeslicenses, costs permits, agreements of any kind or nature pursuant to which the Issuer possesses, uses or has authority to possess or use property (whether tangible or intangible) of others or others possess, use or have authority to possess or use property (whether tangible or intangible) of the Issuer, and expenses now all recorded data of any kind or from time nature, regardless of the medium of recording including, without limitation, all software, writings, plans, specifications and schematics. Notwithstanding the foregoing, “Collateral” (i) shall exclude items which by their terms cannot be pledged without violating third person or entity rights or the terms of agreements prohibiting such pledge, but such items shall be excluded only to time owingthe extent that the restrictions on granting of security interests therein are enforceable under applicable law and (ii) only for so long as there remains a Permitted Lien on the Aircraft Interest, due or payableshall exclude the Capital Stock of PMGI Holdings Inc. Effective upon termination of all Permitted Liens on the Aircraft Interest, the Capital Stock of PMGI Holdings Inc. shall immediately, and without further action, be deemed Collateral hereunder and under the other Note Documents.

Grant of Security Interest. (a) As security for the due and punctual payment when due of all amounts that may be payable from time to time under the Credit Agreement, now or hereafter arising, prior to the Closing Date, the Borrower hereby pledges, assigns and grants to Lender the Security Agent, for the benefit of the Security Agent and the Lenders, a continuing lien on and security interest in and to (i) the Escrow Account, (ii) the Escrow Property, (iii) all right, title and interest of Borrower investments deposited in the CollateralEscrow Account or credited with respect to the Escrow Property, whether now owned (iv) all certificates and instruments, if any, from time to time representing or existing evidencing the Escrow Account and/or the Escrow Property and (v) all proceeds of and other distributions on or hereafter acquired or arising regardless of where located, with respect to secure payment any and performance all of the Obligations. Anything herein to the contrary notwithstanding: foregoing clauses (ai) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; through (biv) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds). Upon the release of any of the Escrow Property pursuant to Section 1.4 hereof, the security interest which but with respect to such portion of the Escrow Property granted by the Borrower hereby to the Security Agent for the filing benefit of the Security Agent and the Lenders shall automatically terminate without any further action and such portion of the Escrow Property, when delivered by the Escrow Agent pursuant to Section 1.4 hereof, shall be delivered to the recipient free and clear of any and all security interests, liens, claims, encumbrances, pledges, assignments, or right of set-off of the Security Agent and the Lenders, and the Escrow Agent agrees that such portion of the Escrow Property shall then be free and clear of any and all existing or future security interests, liens, claims, encumbrances, pledges, assignments or right of set-off of the Escrow Agent. Upon release of all the Escrow Property pursuant to Section 1.4 hereof, the Security Agent hereby agrees that the Borrower or a petition in bankruptcydesignee appointed by the Borrower, would accrue on shall be entitled to take all such obligationssteps as may be necessary or desirable to terminate any financing statements (including any UCC-3 termination statements) and all feesagrees that it will execute such other documents without recourse, costs and expenses now representation or from time warranty of any kind as the Borrower or such designee may reasonably request in writing to time owing, due evidence or payableconfirm the termination of the security interest in such released Escrow Property.

Grant of Security Interest. Borrower hereby grants to Agent, for the benefit of the Lender Group, a continuing security interest in and to all of its right, title title, and interest of Borrower in the Collateral, whether now owned or all currently existing or and hereafter acquired or arising regardless of where located, Personal Property Collateral in order to secure payment prompt repayment of any and performance all of the ObligationsObligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. The Agent’s Liens in and to the Personal Property Collateral shall attach to all Personal Property Collateral without further act on the part of Agent or Borrower. Anything herein contained in this Agreement or any other Loan Document to the contrary notwithstanding: (a) Borrower shall remain liable under , except for Permitted Dispositions, Permitted Swaps, and amendments, modifications or terminations of licenses not prohibited hereunder, no Obligor has any authority, express or implied, to dispose of any item or portion of the contracts and agreements included in the Collateral Collateral. Anything 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included contrary in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note other Loan Documents notwithstanding, to the extent this Agreement or any other Loan Document purports to grant to Agent a security interest in the FCC Licenses, Agent shall only have a security interest in such FCC Licenses at such times and all renewalsto the extent that a security interest in such FCC Licenses is not prohibited under applicable law, extensionsand Agent agrees that, restructurings to the extent prior FCC approval is required pursuant to the Communications Act of 1934, as amended, or the rules and refinancing thereofregulations of the FCC for (a) the operation and effectiveness of any remedy hereunder or under any Loan Document, includingor (b) taking any action that may be taken by Agent hereunder or under any Loan Document, without limitationsuch remedy or action will be subject to such prior FCC approval having been obtained by or in favor of Agent; and Borrower will use, and shall cause each of the other Obligors to (and, by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to) use, its reasonable best efforts to obtain any such approval as promptly as possible after Agent first becomes entitled to exercise such remedy or action (but only so long as Agent is so entitled); provided, however, that, the principal amount foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is unenforceable under applicable law, or (b) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition Borrower in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, monies due or payableto become due under any such license, or (c) to limit, impair, or otherwise affect Agent’s continuing security interest in and Lien upon any rights or interests of Borrower in and to any proceeds from the sale, license, lease, or other disposition of any such FCC License.

Grant of Security Interest. Borrower hereby grants It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and all other assets constituting the Trust Fund, by the Depositor to Lender the Trustee be, and be construed as, a continuing sale of the Mortgage Loans and such other assets constituting the Trust Fund by the Depositor and not a pledge by the Depositor to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans and other assets constituting the Trust Fund are held to be property of the Depositor, then it is the express intent of the parties that such conveyance be deemed as a pledge of the Mortgage Loans and all other assets constituting the Trust Fund to the Trustee to secure a debt or other obligation of the Depositor and this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code and the conveyances provided for in Section 2.01 hereof shall be deemed a grant by the Depositor to the Trustee of a security interest in and to all of the Depositor's right, title and interest of Borrower in and to the Mortgage Loans and all other assets constituting the Trust Fund. Accordingly, the Depositor hereby grants to the Trustee a security interest in the Collateral, whether now owned or existing or hereafter acquired or arising regardless Mortgage Loans and all other assets constituting the Trust Fund for the purpose of where located, securing to secure payment and the Trustee the performance by the Depositor of the Obligationsobligations under this Agreement. Anything herein Notwithstanding the foregoing, the parties hereto intend the conveyances pursuant to Section 2.01 to be a true, absolute and unconditional sale of the Mortgage Loans and all other assets constituting the Trust Fund by the Depositor to the contrary notwithstanding: Trustee. The Depositor and the Trustee (aat the written direction and expense of the Depositor) Borrower shall remain liable under the contracts and agreements included in the Collateral take such actions as may be necessary to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as ensure that if this Agreement had not been executed; (b) were deemed to create a security interest, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such for the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason term of this Agreement, nor shall Lender be obligated to perform any . Without limiting the generality of the obligations foregoing, the Servicer shall file, or duties shall cause to be filed, all filings necessary to maintain the effectiveness of Borrower thereunder or any original filings necessary under the Uniform Commercial Code to take any action to collect or enforce any claim for payment assigned hereunder. The perfect the Trustee's security interest granted hereby secures in or lien on the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereofMortgage Loans, including, without limitation, (x) continuation statements and (y) such other statements as may be occasioned by (i) any change of name of the principal amount Depositor or Trustee, (ii) any change of all debts, claims and indebtedness, accrued and unpaid location of the place of business or the chief executive office of the Depositor or (iii) any transfer of any interest (including, without limitation, interest which but for of the filing of a petition Depositor in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableany Mortgage Loan.

Grant of Security Interest. Borrower Other than Equipment purchased by Lessee pursuant to Section 20 and subject to Section 7.1, title to the Equipment shall remain in Lessor as security for the obligations of the Guarantors under the Guarantee and the obligations of Lessee hereunder and under each of the other Operative Agreements to which it is a party, until such time as Lessee and the Guarantors have fulfilled all of their obligations hereunder and under such other Operative Agreements. Lessee hereby assigns, grants and pledges to Lender Lessor for the benefit of Lessor a continuing security interest in all of Lessee's right, title and interest, whether now or hereafter existing or acquired, in the Equipment (other than Equipment purchased by Lessee pursuant to Section 20 or replaced by Replacement Equipment pursuant to Section 30), including, without limitation, all subleases and proceeds thereof, to secure the payment and performance of all obligations of Lessee now or hereafter existing under this Lease or any other Operative Agreement and of the Guarantors under the Guarantee (the "Lease Secured Obligations"). Lessee shall, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Lessor may reasonably request in order to protect Lessor's title to and perfected security interest in the Equipment, subject to no Liens other than Permitted Exceptions, and Lessor's rights and benefits under this Lease. Subject to the provisions of Section [10.3(b)] of the Lease, Lessee shall promptly and duly execute and deliver to Lessor such documents and assurances and take such further action as Lessor may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Lease and the other Operative Agreements, to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder and thereunder, and to all establish, perfect and maintain the right, title and interest of Borrower Lessor, in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts Equipment, subject to no Lien other than Permitted Exceptions and agreements included in the Collateral to the extent set forth therein to perform all Lessor Liens, or of its duties and obligations thereunder to the same extent such financing statements or fixture filings or other documents with respect hereto as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or Lessor may from time to time owingreasonably request, due and Lessee agrees to execute and deliver promptly such of the foregoing financing statements and fixture filings or payableother documents as may require execution by Lessee.

Grant of Security Interest. Borrower The Buyer hereby pledges and grants to Lender the Sellers, and hereby creates a continuing first priority lien and security interest in favor of the Sellers in and to all of its right, title and interest in and to the Membership Interest (the “Collateral”). The Collateral secures the due and prompt payment and performance of: (a) the obligations of Borrower the Buyer from time to time arising under the Note and this Agreement with respect to the due and prompt payment of (i) the principal of and interest on the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Buyer under or in respect of the Note and this Agreement. The Buyer shall, from time to time, as may be required by the Sellers with respect to all Collateral, immediately take all actions as may be requested by the Sellers to perfect the security interest of the Sellers in the Collateral. In connection with the granting of the security interest in the Collateral, whether the Buyer shall execute and deliver to the Sellers an assignment in blank in the form attached hereto as Exhibit C (the “Assignment in Blank”). The Buyer hereby irrevocably authorizes the Sellers at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Buyer hereunder, without the signature of the Buyer where permitted by law, including the filing of a financing statement describing the Collateral as all Membership Interest in Project Viking, L.L.C. now owned or existing or hereafter acquired by the Buyer, or arising regardless words of where located, similar effect. The Buyer agrees to secure payment and performance of provide all information required by the Obligations. Anything herein Sellers pursuant to this Section 4.4 promptly to the contrary notwithstanding: (a) Borrower Sellers upon request. The Buyer shall remain liable under the contracts and agreements included not issue any additional equity in the Company to any third party, grant any Lien on the Collateral to that has a priority over 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included Sellers’ security interest in the Collateral; , or take any other action which may harm the Sellers’ interest and (c) Lender shall not have any obligation or liability under the contracts and agreements included rights in the Collateral by reason Collateral, at any time prior to payment in full of all amounts owed to the Sellers and Granite Falls Bank pursuant to the terms of this Agreement, nor . If the Buyer shall Lender be obligated fail to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or pay the Note when due or otherwise be in default under the Note, and such default is continuing, the Sellers, without any other notice to or demand upon the Buyer, may assert all renewals, extensions, restructurings rights and refinancing thereofremedies of a secured party under the UCC or other applicable law, including, without limitation, the principal amount right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for or any portion of the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableCollateral.

Grant of Security Interest. Borrower It is the express intent of the parties hereto that each conveyance of any Underlying Securities by the Depositor to the Trustee be, and be construed as, a sale of the Underlying Securities by the Depositor and not a pledge of or grant of a security interest in any Underlying Securities by the Depositor to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the aforementioned intent of the parties, any Underlying Securities are held to be property of the Depositor, then, (a) it is the express intent of the parties that such conveyance be a pledge of or grant of a security interest in such Underlying Securities by the Depositor to the Trustee to secure a debt or other obligation of the Depositor and (b)(1) this Agreement shall also be a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code; (2) the conveyance provided for in Section 2.1 hereof shall be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to Lender the Trustee, a continuing security interest in and to all the Depositor’s right, title and interest of Borrower in and to such Underlying Securities and all proceeds thereof; and (3) the Collateralobligations secured by such security agreement shall be all the Depositor’s obligations under this Agreement, whether now owned or existing or hereafter acquired or arising regardless of where located, including the obligation to secure payment and performance of the Obligations. Anything herein provide to the contrary notwithstanding: (a) Borrower Certificateholders the benefits of this Agreement relating to such Underlying Securities and the applicable Trust. The Depositor shall remain liable under direct the contracts and agreements included in the Collateral Trustee to the extent set forth therein consistent with this Agreement, take such actions as may be necessary to perform all of its duties and obligations thereunder to the same extent as ensure that, if this Agreement had not been executed; (b) were deemed to create a security interest in the exercise by Lender Underlying Securities, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such for so long as any of the rights hereunder Underlying Securities remain outstanding. Without limiting the generality of the foregoing, the Trustee, upon receipt of such direction, shall not release Borrower from any file, or shall cause to be filed, all filings identified by the Depositor to be necessary to perfect or maintain the perfection or priority of its duties or obligations under the contracts and agreements included Trustee’s security interest in the Collateral; Underlying Securities, including (x) continuation statements and (cy) Lender shall not have such other statements as may be occasioned by (1) any obligation or liability under the contracts and agreements included in the Collateral by reason change of this Agreement, nor shall Lender be obligated to perform any name of the obligations Depositor or duties the Trustee, or (2) any change of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance location of the obligations, liabilities and indebtedness jurisdiction of every nature organization of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableDepositor.

Grant of Security Interest. Borrower As security for all “Obligations” (as herein defined), Client hereby grants to Lender Factor a continuing security interest in in, a general lien upon and/or a right of setoff of, all of Client’s presently existing and to all right, title hereafter created Receivables and interest of Borrower the General Intangibles (as such term is defined in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (aUniform Commercial Code) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereofrelating thereto, including, without limitation, all proceeds of letters of credit, all insurance proceeds, all trademarks and tradenames, all books and records, in each case relating to the principal amount Receivables, all credit balances with Factor and all Client’s claims against Factor (whether now or hereafter existing and whether arising under this Agreement or otherwise), instruments, and all Client’s property of every kind and description, tangible or intangible, at any time in Factor’s possession or subject to Factor’s control, whether now or hereafter existing or now owned or hereafter acquired and wherever located and all debtsproceeds of the foregoing. As used herein, claims the term “Obligations” means and includes all loans, advances, indebtedness, accrued liabilities, obligations, debit balances, covenants and unpaid interest duties owing by Client or any of Client’s subsidiaries or affiliates to Factor or Factor’s parent, subsidiary or affiliate of every kind and description (whether now or hereafter existing and whether arising under this Agreement or otherwise), direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest any indebtedness, liabilities or obligations owing by Client to others which but for the filing of a petition in bankruptcyFactor has acquired by assignment, would accrue on such obligations) participation or otherwise, and further including, without limitation, all interest, fees, costs charges, expenses and expenses now reasonable attorneys’ fees for which Client may be obligated hereunder. Amounts owing to Factor in respect of Client’s purchases from other persons, firms or from corporations factored by Factor or its parent, subsidiary or affiliate are to be considered Obligations and as advances against Client’s account and may be charged by Factor to Client’s account at any time to time owing, due whether before or payableafter the maturity of such amounts.

Grant of Security Interest. (a) This Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Collateral Agent for the benefit of the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (other than any Collateral which constitutes Margin Stock), whether now owned or existing or hereafter arising or acquired or arising regardless of where 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. Anything herein to Obligations of the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included arising in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if connection with this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreementeach other Transaction Document, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender whether now or hereafter existing under this Agreement existing, due or the Note and all renewalsto become due, extensionsdirect or indirect, restructurings and refinancing thereofor absolute or contingent, including, without limitation, all Obligations. Notwithstanding any of the principal amount of all debtsother provisions set forth in this Agreement, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing this Agreement shall not constitute a grant of a petition security interest in bankruptcyany property to the extent that such grant of a security interest is prohibited by any Applicable Law in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any obligation or duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, would accrue on and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own fraud, gross negligence or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein with respect to the Collateral, the Collateral Agent, at its option and at the direction of the Administrative Agent, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such obligations) and all feesagreement. The expenses of the Collateral Agent, costs including fees and expenses now of its attorneys and agents, incurred in connection with such performance or from time compliance, together with interest thereon at the rate per annum applicable to time owingAdvances, due or payableshall be payable by the Borrower to the Collateral Agent in accordance with Sections 2.7 and 2.8 and shall constitute Obligations secured hereby.

Grant of Security Interest. Borrower The Grantor hereby grants to Lender the Collateral Agent, for its benefit and the ratable benefit of each other Secured Party, a continuing security interest in all of the following (the “Copyright Collateral”), whether now or hereafter existing or acquired by the Grantor: all copyrights of the Grantor, whether statutory or common law, registered or unregistered and to whether published or unpublished, now or hereafter in force throughout the world including all of the Grantor’s right, title and interest of Borrower in and to all copyrights registered in the CollateralUnited States Copyright Office or anywhere else in the world and also including the copyrights referred to in Item A of Schedule I hereto, and registrations and recordings thereof and all applications for registration thereof, whether now owned pending or existing or hereafter acquired or arising regardless in preparation, and all copyright licenses, including each copyright license referred to in Item B of where located, to secure payment Schedule I hereto and performance all proceeds of the Obligationsforegoing. Anything herein Notwithstanding the foregoing, “Copyright Collateral” shall not include (collectively, the “Copyright Excluded Property”) (i) any permit or license or any contractual obligation entered into by Parent, the Company or any Subsidiary Guarantor (A) that prohibits or requires the consent of any Person other than the Company and its Affiliates which has not been obtained as a condition to the contrary notwithstanding: creation by Parent, the Company or the applicable Subsidiary Guarantor of a Lien on any right, title or interest in such permit, license or contractual obligation or (aB) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all that any requirement of its duties and obligations thereunder law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the same extent prohibition in clauses (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law or (ii) property owned by the Company or any Subsidiary Guarantor that is subject to a Lien permitted by clause (6) of the definition of “Permitted Liens” (as defined in the Indenture) if this Agreement had the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Lien) prohibits or requires the consent of any Person other than the Company and its Affiliates which has not been executed; (b) obtained as a condition to the exercise by Lender creation of any other Lien on such item of the rights hereunder property,; provided, however, that “Copyright Excluded Property” shall not release Borrower from include any proceeds, products, substitutions or replacements of its duties Copyright Excluded Property (unless such proceeds, products, substitutions or obligations under the contracts and agreements included in the Collateral; and (c) Lender replacements would otherwise constitute Copyright Excluded Property), which assets subject to such Lien shall not have constitute Copyright Collateral under any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablecircumstance.

Grant of Security Interest. Borrower In consideration of the receipt of the funds raised in the Offering and to secure the Company's obligation to repay to the Investors the principal amount and interest represented by the Notes, the Company hereby grants to Lender the Investors a continuing first priority security interest in and to all right, title and interest of Borrower in the Collateralassets of the Company, whether now or hereafter existing or now owned or existing or hereafter acquired or arising regardless of where and wherever located, of every kind and description, tangible or intangible, including, but not limited to, all goods, equipment, inventory, documents, accounts, deposit accounts, chattel paper, instruments, investment property, money, general intangibles (including, but not limited to, intellectual property and all rights relating to secure payment such intellectual property), credits, claims, demands and performance any other property, rights and interests of the ObligationsCompany, all substitutions and replacements therefor and all products and proceeds thereof, new value thereof or proceeds of insurance thereon (collectively, "Collateral"). Anything herein Notwithstanding the foregoing, the Investors acknowledge and agree that the lien granted by the Company to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included Investors in the Collateral may be subordinated to the extent set forth therein necessary for the Company to perform all of its duties obtain a financing secured only by the Company's accounts receivable and obligations thereunder to the same extent as if this Agreement had not been executed; inventory (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder"Allowed Financing"). The security interest granted hereby secures herein to each Investor is an undivided interest in the payment Collateral as a tenant-in-common with every other Investor. Each Investor may realize upon the Collateral, subject to and performance in accordance with Section 4 hereof, to the extent of the obligationsits Investment Percentage (as hereinafter defined), liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or as computed from time to time owingtime. The amount of each Investor's "Investment Percentage" shall be the percentage computed by dividing the outstanding principal and interest owed to such Investor pursuant to its Note, due or payableby the aggregate outstanding principal and interest owed to all the Investors pursuant to the Notes.

Grant of Security Interest. Borrower Lessee hereby assigns, grants and pledges to Lender Agent, for the benefit of the Lessors, a continuing security interest in all of Lessee's right, title and interest, whether now or hereafter existing or acquired, in the Collateral, to secure the payment and performance of all obligations of Lessee now or hereafter existing under this Lease or any other Operative Agreement. Lessee shall, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Agent or any Lessor may reasonably request in order to protect its title to and perfected security interest in the Collateral, subject to no Liens other than Permitted Liens, and Agent's rights and benefits under this Lease. Lessee shall promptly and duly execute and deliver to Agent such documents and assurances and take such further action as Agent or any Lessor may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Lease and the other Operative Agreements, to establish and protect the rights and remedies created or intended to be created in favor of Agent hereunder and thereunder, and to all establish, perfect and maintain the right, title and interest of Borrower in Agent, for the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance benefit of the Obligations. Anything herein Lessors, in and to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral Vehicles, subject to the extent set forth therein to perform all no Lien other than Permitted Liens, or of its duties and obligations thereunder to the same extent such financing statements or fixture filings or other documents with respect hereto as if this Agreement had not been executed; (b) the exercise by Lender of Agent or any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or Lessor may from time to time owingreasonably request, due and Lessee agrees to execute and deliver promptly such of the foregoing financing statements and fixture filings or payableother documents as may require execution by Lessee. Without limiting the foregoing, on and after the date Lessee elects or is deemed to have elected the Lessee Purchase Option or the Sale Option, Agent shall have the unconditional right to demand the execution and delivery by Lessee of bills of sale with respect to the Vehicles leased by Lessee or such documentation as may be necessary to cause title to the Vehicles to be recorded in the name of Agent, for the benefit of the Lessors. To the extent permitted by applicable laws, Lessee hereby authorizes any such financing statements and other documents to be filed without the necessity of the signature of Lessee, if Lessee has failed to sign any such instrument within 10 days after request therefor by Agent or any Lessor. Upon Lessee's request, Agent shall at such time as all of the obligations of Lessee under this Lease or any other Operative Agreements have been indefeasibly paid or performed in full (other than Lessee's contingent obligations, if any, under Articles VII and VIII of the Participation Agreement), execute and deliver termination statements and other appropriate documentation reasonably requested by Lessee, all at Lessee's expense, to evidence Agent's release of its security interest in the Collateral. At such time, Agent shall execute and deliver to Lessee such documents as may be reasonably necessary (without representations or warranties, except that the Vehicles are free and clear of Lessor Liens) to release Agent's security interest in the Vehicles. Any such sale of the Vehicles to either Lessee or a third party shall be on an AS-IS, WHERE-IS basis (without representations or warranties, except that the Vehicles are free and clear of Lessor Liens).

Grant of Security Interest. Borrower The parties to this Agreement intend that the conveyance of the Collateral by the Seller to the applicable Purchasers be treated as sales for all purposes (other than for the purposes described in Section 13.19 and for accounting purposes). If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Seller under Applicable Law. For such purpose, the Seller hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Administrative Agent, as agent for the Secured Parties, a lien and continuing security interest in and to all of the Seller’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (including any Hedging Agreements), whether now owned or existing or hereafter arising or acquired or arising regardless of where by the Seller, 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 ObligationsAggregate Unpaids of the Seller 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 Aggregate Unpaids. The assignment under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, any Hedge Counterparty, the Purchasers or any of the Secured Parties of any obligation of the Seller 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) Borrower the Seller shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and 119 obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Administrative Agent, as agent for the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release Borrower the Seller from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender none of the Administrative Agent, any Hedge Counterparty, the Purchasers or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Administrative Agent, any Hedge Counterparty, the Purchasers or any Secured Party be obligated to perform any of the obligations or duties of Borrower the Seller thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. (a) The parties to this Agreement intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby grants Grants as of the Closing Date to Lender the Collateral Agent, for the benefit of the Secured Parties, a lien and continuing security interest in and to all of the Borrower's right, title and interest in, to and under (but none of Borrower in the obligations under) all Collateral, whether now owned or existing or hereafter arising or acquired or arising regardless of where 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 ObligationsAggregate Unpaids 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 Aggregate Unpaids. The Grant of a security interest under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by any of the 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: , (ai) the Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (bii) the exercise by Lender the Collateral Agent, on behalf of the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (ciii) Lender none of Secured Parties shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender any 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. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower For valuable consideration, the undersigned Debtor hereby grants and transfers to Lender Bank a continuing security interest in all accounts, deposit accounts, money, chattel paper (whether electronic or tangible), instruments, promissory notes, documents, general intangibles, payment intangibles, software, letter of credit rights, health-care insurance receivables and other rights to all rightpayment (collectively called “Rights to Payment”), title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired at any time hereafter, and prior to the termination hereof, arising (whether they arise from the sale, lease or arising regardless other disposition of where located, to secure payment and inventory or from performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts for service, manufacture, construction, repair or otherwise or from any other source whatsoever), including all securities, guaranties, warranties, indemnity agreements, insurance policies, supporting obligations and other agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder any books and records pertaining to the same extent as if this Agreement had not been executedor the property described therein, and in all goods returned by or repossessed from Debtor’s customers, together with a security interest in all inventory, goods held for sale or lease or to be furnished under contracts for service, goods so leased or furnished, raw materials, component parts and embedded software, work in process or materials used or consumed in Debtor’s business and all warehouse receipts, bills of landing and other documents evidencing goods owned or acquired by Debtor, and all goods covered thereby, now or at any time hereafter, and prior to the termination hereof, owned or acquired by Debtor, wherever located, and all products thereof and all books and records relating thereto; (b) collectively called “Inventory”), whether in the exercise by Lender possession of Debtor, warehousemen, bailees or any other person, or in process of delivery and whether located at Debtor’s places of business or elsewhere (with all Rights to Payment and Inventory referred to herein collectively as the “Collateral”), together with whatever is receivable or received when any of the rights hereunder shall not release Borrower from Collateral or proceeds thereof are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, all Rights to Payment, including returned premiums, with respect to any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated insurance relating to perform any of the obligations or duties of Borrower thereunder or foregoing, and all Rights to take any action Payment with respect to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance or cause of action affecting or relating to any of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest foregoing (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablehereinafter called “Proceeds”).

Grant of Security Interest. Borrower hereby grants It is the intention of the parties to Lender a continuing security interest in and to all this Agreement that each Conveyance of Seller’s right, title and interest in and to the Receivables, the Related Assets and all the proceeds of Borrower all of the foregoing (collectively, the “Transferred Assets”) to Buyer pursuant to this Agreement shall constitute an absolute and irrevocable purchase and sale or capital contribution, as applicable, and not a loan or pledge. Notwithstanding the foregoing, if the Conveyance hereunder shall be characterized as a loan and not a transfer and/or contribution, then (i) this Agreement shall be deemed to be, and hereby is, a security agreement within the meaning of the Uniform Commercial Code and other applicable law and (ii) any applicable Conveyance by Seller pursuant to this Agreement shall be deemed to be, and hereby is, the granting and creation of a first priority security interest in the CollateralSeller’s right, title and interest in such Transferred Assets (whether now owned or existing or hereafter acquired or arising regardless acquired) and all proceeds of where located, the foregoing to secure payment an obligation of Seller to pay over and performance transfer to Buyer any and all distributions received by Seller in relation to the applicable Transferred Assets from time to time, whether in cash or in kind, so that the Buyer will receive all distributions under and proceeds of and benefits of ownership of the Obligationsapplicable Transferred Assets. Anything herein If any Conveyance hereunder shall be characterized as a loan and not as a transfer and/or contribution, the Buyer and its assignees shall have, with respect to such applicable Transferred Assets and other related rights, in addition to all the other rights and remedies available to the contrary notwithstanding: (a) Borrower shall remain liable Buyer and its assignees hereunder and under the contracts underlying instruments, all the rights and agreements included remedies of a secured party under any applicable Uniform Commercial Code or any equivalent foreign law, as applicable. Seller and the Buyer shall take such actions as may be necessary to ensure that any security interest pursuant to this Section 8.14 would be deemed to be a first priority perfected security interest in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any favor of the rights hereunder shall not release Borrower from any Buyer under Applicable Law and will be maintained as such throughout the term of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or until such time as the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, applicable Conveyance is no longer deemed to be the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing granting of a petition security interest. The Seller hereby authorizes the Buyer to file, or to cause the Administrative Agent to file, financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablescope than the collateral described in this Agreement.

Grant of Security Interest. To secure the prompt payment and performance of all of the Obligations, New Borrower hereby grants to Lender Bank a continuing lien upon and security interest in and to all right, title of New Borrower’s now existing or hereafter arising rights and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired created, acquired, or arising regardless of where arising, and wherever located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, all of New Borrower’s assets, and all New Borrower’s books relating to the principal amount foregoing and any and all claims, rights and interests in any of the above and all debtssubstitutions for, claims additions, attachments, accessories, accessions and indebtednessimprovements to and replacements, accrued products, proceeds and unpaid insurance proceeds of any or all of the foregoing. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant a valid, perfected first priority security interest to Bank in the Collateral (includingsubject only to Permitted Liens that are permitted pursuant to the terms of the Loan Agreement to have superior priority to Bank’s lien under the Loan Agreement). New Borrower hereby authorizes Bank to file financing statements, without limitationnotice to Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s interest which but for or rights hereunder, including a notice that any disposition of the filing Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of a petition Bank under the Code. Any such financing statement may indicate the Collateral as “all assets of Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableBank’s discretion.

Grant of Security Interest. Borrower Remedies To secure its obligations under this Agreement and to the extent Seller delivers the Performance Assurance hereunder, Seller hereby grants to Lender Buyer, as the secured party, a continuing first priority security interest in in, and to lien on (and right of setoff against), and assignment of, all right, title and interest of Borrower such Performance Assurance posted with Buyer in the Collateralform of cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now owned or existing or hereafter acquired held by, on behalf of, or arising regardless of where locatedfor the benefit of, to secure payment and performance Buyer. Within thirty (30) days of the Obligationsdelivery of the Performance Assurance, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Performance Assurance and any and all proceeds resulting therefrom or from the liquidation thereof. Anything herein to Upon or any time after the contrary notwithstandingoccurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, Buyer, as the Non-Defaulting Party, may do any one or more of the following: (a) Borrower shall remain liable exercise any of the rights and remedies of a secured party with respect to all Performance Assurance, including any such rights and remedies under the contracts and agreements included Law then in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executedeffect; (b) exercise its rights of setoff against any and all property of Seller, as the Defaulting Party, in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit; and (d) liquidate all Performance Assurance, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the proceeds of the collateral realized upon the exercise by Lender of any of the such rights hereunder shall not release Borrower from any of its duties or remedies to reduce Seller’s obligations under the contracts and agreements included Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablefull.

Grant of Security Interest. Borrower If, notwithstanding the intent of the parties to this Agreement, the leasehold interest established by this Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority (each, a “Court”) in any proceeding, including any proceeding under any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar law affecting creditors’ rights to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Lease Vehicles, then it is the intention of the parties that this Agreement together with the Collateral Agency Agreement, as such agreements apply to the Lease Vehicles, shall constitute a security agreement under applicable law (and such Lease Vehicles shall be deemed to be Lessee Grantor Master Collateral). Each Lessee hereby grants acknowledges that it has granted to Lender the Collateral Agent, pursuant to the Collateral Agency Agreement, for the benefit of the Trustee, a continuing first priority security interest in and to all of such Lessee’s right, title and interest in and to its Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of Borrower in all of the Collateralobligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now owned or existing or hereafter acquired incurred, which may arise under, out of, or arising regardless in connection with, this Agreement and any other document made, delivered or given in connection herewith, whether on account of where locatedrent, to secure payment principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and performance WEIL:\95390749\1\99910.6247 disbursements of the Obligations. Anything herein counsel to the contrary notwithstanding: (a) Borrower shall remain liable under Lessor or the contracts and agreements included in the Collateral Trustee that are required to be paid by such Lessee pursuant 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableterms hereof).

Grant of Security Interest. Borrower hereby grants to Lender a continuing security interest in (a) The due and to all right, title punctual payment of the principal of and interest of Borrower in on the CollateralNotes when and as the same shall be due and payable, whether now owned on an interest payment date, at maturity, by acceleration, repurchase, redemption or existing otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes (including, but not limited to, all interest accrued or hereafter acquired accruing (or arising regardless which would, absent commencement of where locatedan Insolvency Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Law), to secure payment accrue) after commencement of an Insolvency Proceeding, whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding), and performance of all other obligations of the Obligations. Anything herein Issuers and the Guarantors to the contrary notwithstanding: (a) Borrower Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall remain liable be secured by the Collateral pursuant to the Liens granted thereon under the contracts and agreements included in the Collateral Security Documents, subject to the extent set forth therein to perform all Intercreditor Agreement. Each Holder, by its acceptance of its duties Notes, consents and obligations thereunder agrees to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any terms of the rights hereunder shall not release Borrower from any of its duties or obligations under Intercreditor Agreement and the contracts and agreements included in the Collateral; and other Security Documents (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount provisions providing for foreclosure and release of Collateral) and authorizes and directs the Collateral Agent to enter into the Intercreditor Agreement and the other Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith and authorizes the Trustee and the Collateral Agent, as applicable, on behalf of and for the benefit of such Holder of Notes, to be the agent for and representative of such Holder with respect to the Collateral and the Security Documents. The Issuers will deliver to the Trustee copies of all debtsdocuments delivered to the Collateral Agent pursuant to the Security Documents. The Trustee and the Collateral Agent are hereby authorized and directed to enter into the Security Documents, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for including the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableIntercreditor Agreement.

Grant of Security Interest. Borrower hereby grants to Lender a continuing As security interest in and to all right, title and interest of Borrower in for the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein , each Borrower hereby pledges, assigns and grants to Parent a continuing first priority security interest in all of such Borrower’s right, title and interest in and to the contrary notwithstanding: (a) Collateral wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower represents, warrants, and covenants that the security interest granted herein is and shall remain liable under the contracts and agreements included in the Collateral at all times continue 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included be a first priority security interest in the Collateral; . Each Borrower represents and warrants that subject to the filing or recordings referred to herein, such security interest constitutes a perfected security interest in all Collateral (i) in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (cii) Lender shall not have any obligation or liability under in which a security interest may be perfected upon the contracts receipt and agreements included in recording of the Collateral by reason relevant IP Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Within 5 Business Days of the date of this Agreement, nor the Company shall Lender be obligated deliver to perform Parent originals of all stock certificates representing its equity interests in the Subsidiary (the “Pledged Stock”) with accompanying stock powers endorsed in blank and upon such delivery the Company represents and warrants that pledge effected hereby is effective to vest in Parent the rights of Parent in the Pledged Stock as set forth herein. If any Borrower shall acquire a commercial tort claim, such Borrower shall promptly notify Parent in a writing signed by such Borrower of the obligations or duties of Borrower thereunder or general details thereof and if requested by Parent, shall grant to take any action to collect or enforce any claim for payment assigned hereunder. The Parent in such writing a security interest granted hereby secures therein and in the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing proceeds thereof, includingall upon the terms of this Agreement, without limitation, the principal amount of all debts, claims with such writing to be in form and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time substance reasonably satisfactory to time owing, due or payableParent.

Grant of Security Interest. Borrower Lessee hereby assigns, grants and pledges to Lender Lessor for the benefit of Agent and the Lenders a continuing security interest in and Lien against all of Lessee's right, title and interest, whether now or hereafter existing or acquired, in the Sites and proceeds therefrom, to secure the payment and performance of all obligations of Lessee now or hereafter existing under this Lease or any other Operative Document. Lessee shall, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Lessor or any Lender may reasonably request in order to protect Lessor's title to and their perfected Lien in the Sites, subject to no Liens other than Permitted Liens, and Lessor's rights and benefits under this Lease. Lessee shall promptly and duly execute and deliver to Lessor such documents and assurances and take such further actions as Lessor or any Lender may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Lease and the other Operative Documents, to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder and thereunder, and to establish, perfect and maintain the right, title and interest of Borrower Lessor in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral Sites, subject to the extent set forth therein to perform all no Lien other than Permitted Liens, or of its duties and obligations thereunder to the same extent such financing statements or fixture filings or other documents with respect hereto as if this Agreement had not been executed; (b) the exercise by Lessor or any Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or may from time to time owingreasonably request, due and Lessee agrees to execute and deliver promptly such of the foregoing financing statement and fixture filings or payableother documents as may require execution by Lessee. To the extent permitted by Applicable Laws and Regulations, Lessee hereby authorizes any such financing statement and fixture filings to be filed without the necessity of the signature of Lessee. Upon Lessee's request, Lessor shall at such time as all of the obligations of Lessee under this Lease or any other Operative Documents have been indefeasibly paid or performed in full (other than Lessee's contingent obligations, if any, under Article VII of the Participation Agreement) execute and deliver termination statements and other appropriate documentation reasonably requested by Lessee, all at Lessee's expense, to evidence Lessor's release of its Lien against the Sites.

Grant of Security Interest. Borrower (a) Notwithstanding the intent of the Parties, in the event that the transactions contemplated hereby are construed to be financings by Purchaser to Seller or the Purchased Loans are determined or held to be property of Seller, then: (a) Seller hereby grants to Lender Purchaser a present and continuing security interest in and to the following, whether now existing or hereafter created, (i) all Purchased Loans, (ii) all of the related Loan Document Packages for such Purchased Loans, and (iii) all proceeds (as defined in the UCC) of the foregoing (collectively, the “Purchased Loan Collateral”); (b) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC; (c) the transfers of the Purchased Loans provided for herein shall be deemed to be a grant by Seller to Purchaser of a first priority lien upon and security interest in all of Seller’s right, title and interest in and to the Purchased Loan Collateral; (d) the possession by Purchaser of Borrower the Purchased Loans and related Loan Document Packages and such other items of property as constitute instruments, chattel paper, money, negotiable documents, general intangibles or accounts shall be deemed to be “possession by the secured party” for purposes of perfecting the lien or security interest pursuant to the UCC, including Section 9-305 of the UCC; (e) Purchaser is hereby authorized to take all necessary or appropriate actions to perfect its security interest in the CollateralPurchased Loan Collateral and shall file financing statements on form UCC-1 naming Purchaser as secured party and Seller as debtor, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of identifying the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Purchased Loan 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateralcollateral therein; and (cf) Lender notifications to Persons holding such property and acknowledgments, receipts or confirmations from Persons holding such property, shall not have any obligation be deemed notifications to, or liability acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of Purchaser for the purpose of perfecting such lien or security interest under the contracts and agreements included UCC. Any assignment of the interests of Purchaser in the Collateral by reason Purchased Loans pursuant to any provision hereof shall also be deemed to be an assignment of this Agreement, nor shall Lender be obligated to perform any of the obligations lien or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted created hereby secures in the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablePurchased Loan Collateral.

Grant of Security Interest. Borrower hereby grants It is the intention of the parties to Lender a continuing security interest in and to all this Agreement that each Conveyance of each Originator’s right, title and interest in and to the Receivables, the Related Assets and all the proceeds of Borrower all of the foregoing (collectively, the “Transferred Assets”) to Buyer pursuant to this Agreement shall constitute an absolute and irrevocable purchase and sale or capital contribution, as applicable, and not a loan or pledge. Notwithstanding the foregoing, if the Conveyance hereunder shall be characterized as a loan and not a transfer and/or contribution, then (i) this Agreement shall be deemed to be, and hereby is, a security agreement within the meaning of the Uniform Commercial Code and other applicable law and (ii) any applicable Conveyance by any Originator pursuant to this Agreement shall be deemed to be, and hereby is, the granting and creation of a first priority security interest in the Collateralsuch Originator’s right, title and interest in such Transferred Assets (whether now owned or existing or hereafter acquired or arising regardless acquired) and all proceeds of where located, the foregoing to secure payment an obligation of such Originator to pay over and performance transfer to Buyer any and all distributions received by such Originator in relation to the applicable Transferred Assets from time to time, whether in cash or in kind, so that the Buyer will receive all distributions under and proceeds of and benefits of ownership of the Obligationsapplicable Transferred Assets. Anything herein If any Conveyance hereunder shall be characterized as a loan and not as a transfer and/or contribution, the Buyer and its assignees shall have, with respect to such applicable Transferred Assets and other related rights, in addition to all the other rights and remedies available to the contrary notwithstanding: (a) Borrower shall remain liable Buyer and its assignees hereunder and under the contracts underlying instruments, all the rights and agreements included remedies of a secured party under any applicable Uniform Commercial Code or any equivalent foreign law, as applicable. Each applicable Originator and the Buyer shall take such actions as may be necessary to ensure that any security interest pursuant to this Section 8.14 would be deemed to be a first priority perfected security interest in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any favor of the rights hereunder shall not release Borrower from any Buyer under Applicable Law and will be maintained as such throughout the term of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or until such time as the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, applicable Conveyance is no longer deemed to be the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing granting of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablesecurity interest.

Grant of Security Interest. The parties to this Agreement intend that the conveyance of the Collateral by the Borrower to the applicable Purchasers be treated as sales for all purposes other than financial accounting purposes. If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Borrower under Applicable Law. In addition to, and not in limitation of, any ownership interest now or hereafter acquired by any Purchasers, the Borrower hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Trustee, for the benefit of the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (including any Hedging Agreements), whether now owned or existing or hereafter arising or acquired or arising regardless of where 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 ObligationsAggregate Unpaids 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 Aggregate Unpaids. The assignment under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Trustee, the Administrative Agent, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any of the 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 the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Trustee, for the benefit of the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender none of the Administrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Administrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any 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. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower hereby grants to Lender, for the benefit of Lender and the Bank Product Providers, a continuing security interest in and to all of its right, title title, and interest of Borrower in the Collateral, whether now owned or all currently existing or and hereafter acquired or arising regardless of where located, Borrower Collateral in order to secure payment prompt repayment of any and performance all of the ObligationsObligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. The Lender’s Liens in and to the Borrower Collateral shall attach to all Borrower Collateral without further act on the part of Lender or Borrower. Anything herein contained in this Agreement or any other Loan Document to the contrary notwithstanding: , except for Permitted Dispositions, Borrower and its Subsidiaries have no authority, express or implied, to dispose of any item or portion of the Collateral. Notwithstanding anything to the contrary contained herein, (a) the grant of security interest contained in this Section 4.1 shall not extend to, and the term “Borrower Collateral” shall remain liable under the contracts and agreements included in the Collateral not include, any General Intangibles now or hereafter held or owned by Borrower to the extent set forth therein to perform all that (i) an assignment of its duties or a security interest may not be granted by Borrower in such General Intangibles as a matter of law or under the terms of the governing document applicable thereto without the consent of one or more applicable parties thereto and obligations thereunder to the same extent as if this Agreement had (ii) such consent has not been executedobtained; (b) the exercise by Lender of any grant of the rights hereunder security interest contained in this Section 4.1 shall extend to, and the term “Borrower Collateral” shall include (i) any and all proceeds of such General Intangibles to the extent that the proceeds are not release Borrower from themselves General Intangibles subject to subparagraph (a) hereof and (ii) upon any of its duties such applicable party or obligations under the contracts and agreements included in the Collateralparties’ consent with respect to any otherwise excluded General Intangibles being obtained, thereafter such General Intangibles; and (c) Lender the provisions of subparagraph (a) shall not have any obligation apply to (i) General Intangibles to the extent that the restriction on Borrower assigning the same or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The granting a security interest granted hereby secures the therein is not effective under applicable law, or (ii) payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableintangibles.

Grant of Security Interest. Borrower As collateral security for the prompt performance, observance and indefeasible payment in full of all of the Obligations (as hereinafter defined), Pledgor hereby assigns, pledges, hypothecates, transfers and sets over to Pledgee and grants to Lender Pledgee, for the benefit of itself and Lenders, a continuing security interest in and to lien upon (a) the shares of capital stock of the Issuers as described on Exhibit A (the “Pledged Securities”), (b) all rightcash dividends, title stock dividends, interests, profits, redemptions, warrants, subscription rights, stock, securities options, substitutions, exchanges and interest of Borrower in the Collateral, whether other distributions now owned or existing or hereafter acquired distributed by any Issuer in respect of or arising regardless otherwise in connection with the Pledged Securities or which may hereafter be delivered to the possession of where locatedPledgor or Pledgee in respect of or otherwise in connection with the Pledged Securities, (c) Pledgor’s records with respect to secure payment the foregoing, and performance (d) the proceeds of all of the Obligationsforegoing (all of the foregoing being collectively referred to herein as the “Pledged Property”). Anything herein Notwithstanding anything to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included contained in the Collateral this Pledge Agreement 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures secure the payment and performance of the obligations, liabilities and indebtedness Obligations of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitationPledgor, the principal amount pledge by Pledgor of any of the Pledged Securities which constitute capital stock of any Issuer that is not incorporated or formed under the laws of the United States of America or a political subdivision thereof shall not exceed sixty-five (65%) percent of all debts, claims of the issued and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing outstanding shares of a petition in bankruptcy, would accrue on capital stock of such obligations) and all fees, costs and expenses now or from time to time owing, due or payableIssuer.

Grant of Security Interest. Borrower (a) Purchaser shall file one or more UCC financing statements with respect to the sale of the Purchased Loans consistent with Section 9-109(a)(3) of the UCC. Notwithstanding the intent of the Parties, in the event that the transactions contemplated hereby are construed to be financings by Purchaser to Seller or the Purchased Loans are determined or held to be property of Seller, then: (a) Seller hereby grants to Lender Purchaser a present and continuing security interest in and to the following, whether now existing or hereafter created, (i) all Purchased Loans held in the name of Purchaser, (ii) all of the related Loan Document Packages for such Purchased Loans, and (iii) all Proceeds (as defined in the Servicing Agreement) and rights to receive Proceeds due to Purchaser pursuant to the terms of the Servicing Agreement (collectively, the “Purchased Loan Collateral”); (b) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC; (c) the transfers of the Purchased Loans provided for herein shall be deemed to be a grant by Seller to Purchaser of a first priority lien upon and security interest in all of Seller’s right, title and interest in and to the Purchased Loan Collateral; (d) the possession by Purchaser (or Seller, in its capacity as Servicer, as custodian on behalf of Borrower Purchaser) of the Purchased Loans and related Loan Document Packages and such other items of property that constitute instruments, chattel paper, money, or negotiable documents shall be deemed to be “possession by the secured party” for purposes of perfecting the lien or security interest pursuant to the UCC, including Section 9-313 of the UCC; (e) Purchaser is hereby authorized to take all necessary or appropriate actions to perfect its security interest in the CollateralPurchased Loan Collateral and shall file financing statements on form UCC-1 naming Purchaser as secured party/buyer and Seller as debtor/seller, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of identifying the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Purchased Loan 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateralcollateral therein; and (cf) Lender notifications to Persons holding such property and acknowledgments, receipts or confirmations from Persons holding such property, shall not have any obligation be deemed notifications to, or liability acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of Purchaser for the purpose of perfecting such lien or security interest under the contracts and agreements included UCC. Any assignment of the interests of Purchaser in the Collateral by reason Purchased Loans pursuant to any provision hereof shall also be deemed to be an assignment of this Agreement, nor shall Lender be obligated to perform any of the obligations lien or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted created hereby secures in the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablePurchased Loan Collateral.

Grant of Security Interest. Borrower hereby grants Each of the parties hereto --------------------------- expressly intends that the transfer of the Participation to Lender Purchaser hereunder is a continuing 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 interest in agreement, and to all right, title and interest of Borrower in secure the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure prompt payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included all Obligations of Seller arising in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of connection with this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender whether now or hereafter existing under this Agreement existing, due or the Note and all renewalsto become due, extensionsdirect or indirect, restructurings and refinancing thereofor absolute or contingent, including, without limitation, all 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 all of Seller's right, title and interest in, to and under all of the principal amount following property, whether now or hereafter existing (the "Collateral"): (a) all Contracts and other 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 debtsLock-box Accounts, claims and indebtednessthe Collection Account, accrued and unpaid interest (includingthe Reserve Account, without limitation, interest which but for all funds on deposit in each of the filing of a petition in bankruptcy, would accrue on such obligations) foregoing accounts and all feescertificates and instruments, costs and expenses now or if any, from time to time owingevidencing such accounts and funds on deposit therein, due all investments made with such funds, all claims thereunder or payable.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 proceeds and amounts received or receivable by Seller under any or all of the foregoing. This Agreement shall constitute a security agreement under applicable law with regard to security interest granted pursuant to this Section 17.1. ------------ SECTION XVII.2

Grant of Security Interest. Borrower Each Obligor hereby grants to Lender the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, to secure the payment and performance in full of all of the Obligations (whether no existing or hereafter arising), a continuing security interest in in, and pledges to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, all of its right, title and interest in and to the following properties, assets and rights of Borrower in the Collateralsuch Obligor, wherever located, whether now owned or existing or hereafter acquired or arising regardless of where locatedarising, to secure payment and performance all proceeds and products thereof (all of the Obligations. Anything herein same being hereinafter called the “Collateral”): all personal and fixture property of every kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents (including, if applicable, electronic documents), accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, cash, money, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the contrary notwithstanding: payment of money, insurance claims and proceeds, and all general intangibles (a) Borrower shall remain liable under the contracts and agreements included in the Collateral including all payment intangibles), except to the extent set forth therein excluded from such grant and pledge and the definition of Collateral pursuant to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (bSection 4(b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement. If any Obligor shall acquire a commercial tort claim, nor such Obligor shall Lender be obligated to perform any promptly notify the Administrative Agent in a writing signed by such Obligor of the obligations or duties general details thereof and grant to the Administrative Agent, for the benefit of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The the Administrative Agent and the Lenders, in such writing a security interest granted hereby secures therein and in the payment proceeds thereof, with such writing to be in form and performance substance reasonably satisfactory to the Administrative Agent. All terms defined in the Uniform Commercial Code of the obligationsCommonwealth of Massachusetts (the “UCC”) and used in this Section 4 shall have the same definitions herein as specified therein. However, liabilities and indebtedness if a term is defined in Article 9 of every nature the UCC differently than in another Article of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitationUCC, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for term has the filing of a petition meaning specified in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableArticle 9.

Grant of Security Interest. Borrower hereby grants to Lender a continuing security interest in and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) ), the Wainwright Guaranty, and all fees, costs and expenses now or from time to time txxx xx xxxe owing, due or payable.

Grant of Security Interest. Borrower As collateral security for the payment and performance in full of all of the Liabilities, the Assignor hereby unconditionally grants to Lender the Creditor a continuing security interest in and first priority lien on the Pledged Trademarks, and pledges and mortgages (but does not transfer title to) the Pledged Trademarks to all the Creditor. In addition, the Assignor has executed in blank and delivered to the Creditor an assignment of federally registered trademarks in substantially the form of Exhibit I hereto (the "Assignment of Marks"). The Assignor hereby authorizes the Creditor to complete as assignee and record with the PTO the Assignment of Marks upon the occurrence and during the continuance of an Event of Default and the proper exercise of the Creditor's remedies under this Trademark Agreement and the Promissory Note. In addition to, and not by way of limitation of, the grant, pledge and mortgage of the Pledged Trademarks provided in Section 2(a), the Assignor grants, assigns, transfers, conveys and sets over to the Creditor the Assignor's entire right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: Pledged Trademarks; provided that such grant, assignment, transfer and conveyance shall be and become of force and effect only (a) Borrower shall remain liable upon or after the occurrence and during the continuance of an Event of Default and (b) either (i) upon the written demand of the Creditor at any time during such continuance or (ii) immediately and automatically (without notice or action of any kind by the Creditor) upon an Event of Default for which acceleration of the Loans is automatic under the contracts Promissory Note or upon the sale or other disposition of or foreclosure upon the Collateral pursuant to the Promissory Note and agreements included applicable law (including the transfer or other disposition of the Collateral by the Assignor to the Creditor or its nominee in lieu of foreclosure). Pursuant to the Promissory Note the Assignor has granted to the Creditor a continuing security interest in and lien on the Collateral (including the Pledged Trademarks). The Promissory Note, and all rights and interests of the Creditor in and to the Collateral (including the Pledged Trademarks) thereunder, are hereby ratified and confirmed in all respects. In no event shall this Trademark Agreement, the grant, assignment, transfer and conveyance of the Pledged Trademarks hereunder, or the recordation of this Trademark Agreement (or any document hereunder) with the PTO, adversely affect or impair, in any way or to any extent, the Promissory Note, the security interest of the Creditor in the Collateral (including the Pledged Trademarks) pursuant to the extent set forth therein to perform all Promissory Note and this Trademark Agreement, the attachment and perfection of its duties such security interest under the Code (including the security interest in the Pledged Marks), or any present or future rights and obligations thereunder interests of the Creditor in and to the same extent as if Collateral under or in connection with the Promissory Note, this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Trademark Agreement or the Code. Any and all rights and interests of the Creditor in and to the Pledged Trademarks (and any and all obligations of the Assignor with respect to the Pledged Trademarks) provided herein, or arising hereunder or in connection herewith, shall only supplement and be cumulative and in addition to the rights and interests of the Creditor (and the obligations of the Assignor) in, to or with respect to the Collateral (including the Pledged Trademarks) provided in or arising under or in connection with the Promissory Note and all renewals, extensions, restructurings and refinancing shall not be in derogation thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower Without limiting the provisions of Section 1 above, Subsidiary acknowledges that by its execution and delivery of this Joinder Agreement, it shall become a “Pledgor” under the Stock Pledge Agreement (if any entity comprising Subsidiary owns or comes to own Capital Stock of another entity), and a “Grantor” under each of the Security Agreement and the Intellectual Property Security Agreement, respectively, each executed by the Credit Parties party thereto. In furtherance thereof, Subsidiary hereby grants to Lender Purchaser a continuing security interest in and to Lien upon all of its right, title and interest of Borrower in the Collateralassets, whether now owned or existing or hereafter acquired or arising regardless of where locatedacquired, to secure payment and performance which are “Collateral” under each of the ObligationsStock Pledge Agreement, the Security Agreement and the Intellectual Property Security Agreement, respectively, with the same effect as if such Security Documents had been initially executed and delivered by it to Purchaser. Anything herein On or prior to the contrary notwithstanding: date hereof, Subsidiary shall have executed and delivered such financing statements, mortgages, deeds of trust, Control Agreements and other documents as are necessary or which Purchaser deems desirable to grant to Purchaser a perfected first priority security interest (asubject to the Permitted Liens) Borrower in Subsidiary’s assets, and the other Credit Parties shall remain liable have executed and delivered (subject to the provisions of the Intercreditor Agreement) to Purchaser a supplement to the Stock Pledge Agreement, together with stock certificates, accompanied by stock powers duly endorsed in blank, evidencing all of the issued and outstanding Capital Stock of Subsidiary, and Subsidiary shall have delivered to Purchaser all promissory notes and other instruments in favor of Subsidiary, with all endorsements deemed necessary or advisable by Purchaser, evidencing each of the notes and other instruments pledged by Subsidiary under the contracts and agreements included in the Collateral Security Documents. In addition, on or prior 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitationdate hereof, the principal amount of all debtsCredit Parties or Subsidiary shall have, claims or caused to be, provided to Purchaser, such other instruments, certificates, opinions or other agreements and indebtednesstaken such other actions, accrued and unpaid interest (includingin each case, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableas Purchaser may request.

Grant of Security Interest. Borrower (a) It is not the intention of the Seller and the Purchaser that any Purchased Loans transferred pursuant to Article 2 above be deemed a grant of a security interest in the Purchased Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. Notwithstanding the intent of the Parties, in the event that the transactions contemplated hereby are construed to be financings or loans by Purchaser to Seller or the Purchased Loans are determined or held to be property of Seller, then: (i) Seller hereby grants to Lender Purchaser a present and continuing security interest in and to the following, whether now existing or hereafter created, (x) all Purchased Loans, (y) all of the Related Documents, and (z) all proceeds and rights to receive proceeds of the Purchased Loans (collectively, the “Purchased Loan Collateral”); (ii) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC; (iii) the transfers of the Purchased Loans provided for herein shall be deemed to be a grant by Seller to Purchaser of a first priority lien upon and security interest in all of Seller’s right, title and interest in and to the Purchased Loan Collateral; (iv) the Purchaser shall have control of Borrower the Loan Agreements related to the Purchased Loans; (v) Purchaser is hereby authorized to take all necessary or appropriate actions to perfect its security interest in the CollateralPurchased Loan Collateral and may file financing statements on form UCC-1 naming Purchaser as secured party/buyer and Seller as debtor/seller, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of identifying the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Purchased Loan 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateralcollateral therein; and (cvi) Lender notifications to Persons holding such property and acknowledgments, receipts or confirmations from Persons holding such property, shall not have any obligation be deemed notifications to, or liability acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of Purchaser for the purpose of perfecting such lien or security interest under the contracts and agreements included UCC. Any assignment of the interests of Purchaser in the Collateral by reason Purchased Loans pursuant to any provision hereof shall also be deemed to be an assignment of this Agreement, nor shall Lender be obligated to perform any of the obligations lien or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted created hereby secures in the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablePurchased Loan Collateral.

Grant of Security Interest. Subject to the rights of Tenant under the Lease, and as additional security for the payment and performance by Borrower of its obligations under this Agreement and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a continuing security interest in any and to all rightof Borrower’s interest in, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable the Letter of Credit and all proceeds (the “L/C Proceeds”) under the contracts and agreements included in Letter of Credit, whether as the Collateral to the extent set forth therein to perform all result of its duties and obligations partial drawings thereunder to the same extent as if this Agreement had not been executed; or otherwise, (b) the exercise by Lender of any of account or accounts into which the rights hereunder shall not release Borrower from any of its duties L/C Proceeds have been or obligations under the contracts and agreements included in the Collateral; and may be deposited, (c) all insurance on said accounts, (d) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (e) all sums now or hereafter therein or represented thereby, (f) all replacements, substitutions or proceeds thereof, (g) all instruments and documents now or hereafter evidencing the L/C Proceeds or such accounts, (h) all powers, options, rights, privileges and immunities pertaining to the L/C Proceeds or such accounts (including the right to make withdrawals therefrom), and (i) all proceeds of the foregoing. Borrower hereby authorizes and consents to the accounts into which the L/C Proceeds have been or may be deposited being held in Lender’s name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Xxxxxx, or at Xxxxxx’s election, such servicing agent, shall not have any obligation or liability under exclusive control over said accounts, subject, however, to the contracts and agreements included in the Collateral by reason other provisions of this Agreement, nor shall Lender be obligated to perform any . Notice of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The assignment and security interest granted hereby secures to Lender herein may be delivered by Xxxxxx at any time to the payment financial institution wherein such accounts have been established, and performance Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Notice of the obligations, liabilities assignment and indebtedness of every nature of Borrower security interest granted to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from Xxxxxx herein may also be delivered by Xxxxxx at any time to time owingthe Issuer. This Agreement is intended by Xxxxxxxx and Lender to create, due or payableand shall be construed to create, an absolute assignment to Lender, subject only to the terms and provisions of this Agreement. This assignment is effective immediately.

Grant of Security Interest. Borrower hereby grants to Lender a continuing As collateral security interest in for the prompt and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure complete payment and performance when due by the Debtor of all obligations and liabilities under the Agreement of Guaranty and all other Loan Documents executed in connection with the Equipment Line of Credit/Term Loan Facility including, without limitation, the following: (i) all indebtedness of the Obligations. Anything herein Debtor owed to the contrary notwithstanding: (a) Borrower shall remain liable Bank arising on or after the date hereof under the contracts Agreement of Guaranty, both principal and agreements included interest, and any extensions, renewals, refundings, substitutions of or for such indebtedness in whole or in part, (ii) all indebtedness of the Collateral Debtor owed to the extent set forth therein to perform Bank for reasonable fees and expenses contemplated by the Agreement of Guaranty, (iii) all obligations of its duties and obligations thereunder the Debtor to the same extent as if this Agreement had not been executed; Bank arising under the other Loan Documents, (biv) the exercise by Lender of any all other indebtedness, obligations and liabilities of the rights hereunder shall not release Borrower from any of its duties or obligations under Debtor owed to the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender Bank now or hereafter existing under this existing, in connection with the Agreement of Guaranty or the Note other Loan Documents whether or not contemplated by the Bank and/or the Debtor at the date hereof and whether direct or indirect, matured or contingent, joint or several or otherwise, (v) all renewals, extensions, restructurings and refinancing thereoffuture advances made by the Bank for the protection or preservation of the Collateral, including, without limitation, reasonable advances for storage and transportation charges, taxes, insurance, repairs and the principal amount like when and as the same become due whether at maturity or by declaration, acceleration or otherwise, or if not due when payment thereof shall be demanded by the Bank and (vi) any and all costs and expenses, including costs and expenses of collection, paid or incurred by the Bank in connection with the collection of the amounts referred to in the preceding clauses (i), (ii), (iii), (iv) or (v), in connection with the enforcement or realization upon any or all debtsof the collateral or the Bank's security interest therein or in connection with the taking of any other action permitted by this Security Agreement (hereinafter referred to as the "Obligations"), claims the Debtor hereby collaterally assigns, mortgages, hypothecates, conveys, transfers and indebtednessgrants to the Bank a continuing security interest in all of the Debtor's future rights, accrued title and unpaid interest (interests in and to the personal property described on Schedule "A" attached hereto and made a part hereof, wherever said personal property may be located, including, without limitation, interest which but for the filing of those addresses set forth on Schedule "B" attached hereto and made a petition in bankruptcypart hereof, would accrue on such obligations) as it may hereinafter be amended and all fees, costs and expenses now or modified from time to time owing, due or payable(hereinafter referred to as the "Collateral").

Grant of Security Interest. To secure payment of all of Borrower's current and future Obligations and to secure Borrower's performance of all of the provisions under this Agreement and the other Loan Documents, Borrower hereby grants to Lender Administrative Agent for the benefit of the Lenders a continuing Lien and security interest in all of Borrower's inventory, equipment, fixtures, accounts, contract rights, chattel paper, security agreements, instruments, deposit accounts, reserves, documents and to general intangibles; all right, title and interest other personal property assets of Borrower in the Collateral(both tangible and intangible); and all judgments, claims, insurance policies, and payments owed or made to Borrower thereon; all whether now owned or existing hereafter acquired; all attachments, accessories, accessions, returns, repossessions, exchanges, substitutions and replacements thereto, and all proceeds and products thereof. All such assets are collectively referred to herein as the "Collateral." All such terms for which meanings are provided in the Uniform Commercial Code are used herein with such meanings. All Collateral financed by the Lenders or hereafter acquired or arising regardless of where locatedagainst which the Administrative Agent and/or the Lenders have loaned monies, to secure payment and performance all proceeds thereof, will be held in trust by Borrower for Administrative Agent for the benefit of the ObligationsLenders, with such proceeds being payable in accordance with this Agreement. Anything herein to Borrower covenants with Administrative Agent and the contrary notwithstanding: (a) Borrower shall remain liable Lenders that Administrative Agent and the Lenders may realize upon all or part of any Collateral in any order it desires and any realization by any means upon any Collateral will not bar realization upon any other Collateral. Borrower's liability under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had is direct and unconditional and will not been executed; (b) be affected by the exercise by Lender release or nonperfection of any of the rights hereunder shall not release Borrower from any of its duties Lien or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablehereunder.

Grant of Security Interest. Borrower Debtor hereby grants grants, pledges and assigns to Lender Cura/WorkGroup a continuing security interest in the Assets, including all customer lists, goodwill, inventory, furnishings, fixtures, equipment, leases, accounts receivables (it being acknowledged though that Capital Temp Funds has a first priority lien on such accounts receivables) and to all right, title and interest other forms of Borrower personal property of the Debtor in the CollateralAcquired Businesses, wherever same may be located, whether now owned or existing or hereafter arising or acquired by Debtor, together with all substitutions, replacements, additions and accessions therefore or arising regardless thereto, all negotiable documents relating thereto and all cash and non-cash proceeds thereof including, but not limited to, notes, drafts, checks, instruments, insurance proceeds, indemnity proceeds, warranty and guaranty proceeds except no present or future accounts (as defined in the Uniform Commercial Code of where located, Delaware) or proceeds of such accounts shall be subject to secure payment and performance such security interest (all of the Obligations. Anything herein foregoing hereinafter referred to as the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the "Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder"). The security interest hereby granted hereby secures is to secure the prompt and full payment and complete performance of all obligations of Debtor to Cura/WorkGroup under the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitationNote, the principal amount Asset Purchase Agreement and this Security Agreement. Debtor shall not transfer possession or sell the Collateral (other than the accounts receivables purchased by the Debtor pursuant to the Asset Purchase Agreement which may only be pledged to Capital Temp Funds, Inc., the Debtor's financing company) or relocate any portion of all debts, claims and indebtedness, accrued and unpaid interest (including, the Collateral without limitation, interest Cura/WorkGroup's prior written consent unless the Collateral is transferred to a jurisdiction in which but for the filing Cura/WorkGroup has filed a financing statement in respect of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableCollateral.

Grant of Security Interest. Borrower 2.1 Guarantor hereby grants Agent, for the ratable benefit of the Lender, to Lender secure the payment and performance in full of all of the Guarantor Obligations, a continuing security interest in in, and pledges to all rightAgent, title and interest for the ratable benefit of Borrower in the CollateralLender, the following personal property whether now owned or existing or hereafter acquired or arising regardless of where located(collectively, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: “UCC Collateral”): (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executedReceivables; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the CollateralEquipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and (cj) Lender shall not have any obligation or liability under the contracts all other tangible and agreements included in the Collateral by reason intangible personal property (other than Intellectual Property) of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender Guarantor whether now or hereafter existing owned or existing, leased, consigned by or to, or acquired by, Guarantor and wherever located, and any of Guarantor’s property in the possession or under this Agreement or the Note control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all renewalsaccessions to, extensionssubstitutions and replacements for, restructurings and refinancing thereofrents, includingprofits and products of each of the foregoing; provided, without limitationhowever, that the UCC Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the principal amount Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the UCC Collateral shall automatically, and effective as of all debtsthe date of this Guaranty, claims and indebtedness, accrued and unpaid include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest (including, without limitation, interest which but for in the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time Rights to time owing, due or payablePayment.

Grant of Security Interest. Borrower hereby grants or otherwise recover for past, present and future infringement or other violation or impairment thereof, including the right to Lender a continuing security interest in receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and to all rightproceeds of suit, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunderdue and/or payable with respect thereto. The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby secures acknowledge and affirm that the payment rights and performance remedies of the obligationsCollateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, liabilities the terms and indebtedness provisions of every nature which are incorporated by reference herein as if fully set forth herein. In the event that any provision of Borrower to Lender now or hereafter existing under this Agreement or is deemed to conflict with the Note Pledge and all renewals, extensions, restructurings and refinancing thereof, including, without limitationSecurity Agreement, the principal amount provisions of the Pledge and Security Agreement shall control. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST). This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all debts, claims such counterparts together shall constitute but one and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablesame instrument.

Grant of Security Interest. Borrower hereby grants In the event that pursuant to Lender the final determination of a continuing court of competent jurisdiction the transaction contemplated in this Lease and the other Operative Documents is deemed to be a financing rather than a lease, this Lease shall be treated as a credit line deed of trust and a security agreement or other similar instrument (this Lease, as so treated, is the "Mortgage"); namely, (i) a credit line deed of trust from the Lessee, as grantor, to Roger D. Hunter, as trustee for the benefit of the Lessor (together xxxx xxx xxxxxxsor trustee appointed by the Lessor, the "Trustee"), as grantee, on that part of the Property constituting real property, identified on Schedule 1 attached hereto, and is to be construed as a credit line deed of trust under the laws of the State of West Virginia relating to deeds of trust, and not as a mortgage, and the Lessee, as grantor, irrevocably grants, bargains, sells, assigns and conveys unto the Trustee in trust, with power of sale and right of entry and possession except as to those portions and components of the Property that constitute personal property, under and subject to the terms hereof, for the benefit of the Lessor, all of the Lessee's interest in and to all right, title and interest of Borrower in the Collateralestate, whether now owned or existing hereafter acquired (whether fee, leasehold, legal or equitable) and whether the same now exist or hereafter acquired or arising regardless come into existence, in and to the Property, all Governmental Approvals relating to the Property and all rents, issues, revenues and profits therefrom (for purposes of where locatedthis Section 19, hereinafter referred to as the "Collateral"), TO HAVE AND TO HOLD FOREVER the Collateral and all parts, rights, members and appurtenances thereof, to secure payment the use and performance benefit of the Obligations. Anything herein Trustee and the heirs, successors and assigns of the Trustee and the Lessee covenants that the Lessee is lawfully possessed of the aforesaid real property and has good right to encumbered the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to same, that the same extent as if this Agreement had not been executed; (b) is unencumbered except for the exercise by Lender Permitted Property Liens and that the Lessee does warrant and will forever defend title thereto against the claims of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateralall persons whomsoever; and (cii) Lender shall not have any obligation or liability under as a security agreement from the contracts Lessee, as debtor, to the Lessor as secured party, encumbering all personal property comprising the Collateral, and agreements included that the Lessee, as debtor, hereby grants to the Lessor, as secured party (together with its successors and permitted assigns, collectively, the "Secured Party") a first and prior lien on and security interest in the equipment, fixtures, and any and all other personal property of any kind or character comprising the Collateral by reason and all proceeds therefrom, in each case being effective as of the date of this Agreement, nor Lease. The Secured Party shall Lender be obligated to perform any have all of the obligations or duties rights, powers and remedies of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment beneficiaries, grantees and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing secured parties available under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereofApplicable Law, including, without limitation, judicial or nonjudicial foreclosure or power of sale, as and to the principal extent available under Applicable Law, and the amounts secured by the liens and security interests shall be the collective amount of all debtsthe aggregate Rent, claims and indebtednessup to but not in excess of $30,000,000.00, accrued and together with unpaid interest thereon, plus any other amounts owing to the Secured Party under the Operative Documents (including, without limitation, interest which but for Supplemental Rent) (collectively, the "Secured Amount"). The filing of this Lease (or a memorandum hereof) shall be deemed to constitute the filing of a petition credit line deed of trust and the filing of any financing statement in bankruptcy, would accrue on such obligations) and connection with this Lease shall be deemed to constitute the filing of a financing statement to perfect the security interests in the Collateral as aforesaid to secure the payment of all fees, costs and expenses now or amounts due from time to time owingfrom the Lessee to the Secured Party under this Lease and the other Operative Documents. If this transaction is treated as a financing, due or payable.the obligation arising hereunder shall be with full recourse to the Lessee to the extent of the Secured Amount and shall not be treated as recourse only to the Collateral. Inasmuch as Lessee and Secured Party intend that this Mortgage shall, among other things, constitute a fixture filing financing statement, the undersigned sets forth the following:

Grant of Security Interest. Borrower Other than Equipment purchased by -------------------------- Lessee pursuant to Section 20 and subject to Section 7.1, title to the equipment shall remain in Lessor as security for the obligations of the Guarantors under the Guarantee and the obligations of Lessee hereunder and under each of the other Operative Agreements to which it is a party, until such time as Lessee and the Guarantors have fulfilled all of their obligations hereunder and under such other Operative Agreements. Lessee hereby assigns, grants and pledges to Lender Lessor for the benefit of Lessor a continuing security interest in all of Lessee's right, title and interest, whether now or hereafter existing or acquired, in the Equipment (other than Equipment purchased by Lessee pursuant to Section 20), to secure the payment and performance of all obligations of Lessee now or hereafter existing under this Lease or any other Operative Agreement and of the Guarantors under the Guarantee (the "Lease Secured Obligations"). Lessee shall, at its expense, ------------------------- do any further act and execute, acknowledge, deliver, file, register and record any further documents which Lessor may reasonably request in order to protect Lessor's title to and perfected security interest in the Equipment, subject to no Liens other than Permitted Liens, and Lessor's rights and benefits under this Lease. Subject to the provisions of Section 10.3(b) of the Lease, Lessee shall promptly and duly execute and deliver to Lessor such documents and assurances and take such further action as Lessor may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Lease and the other Operative Agreements, to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder and thereunder, and to all establish, perfect and maintain the right, title and interest of Borrower Lessor, in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts Equipment, subject to no Lien other than Permitted Liens and agreements included in the Collateral to the extent set forth therein to perform all Lessor Liens, or of its duties and obligations thereunder to the same extent such financing statements or fixture filings or other documents with respect hereto as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or Lessor may from time to time owingreasonably request, due and Lessee agrees to execute and deliver promptly such of the foregoing financing statements and fixture filings or payableother documents as may require execution by Lessee. To the extent permitted by applicable laws, Lessee hereby authorizes any such financing statements and fixture filings to be filed without the necessity of the signature of Lessee, if Lessee has failed to sign any such instrument within 10 Business Days after written request therefor by Lessor.

Grant of Security Interest. (a) The parties to this Agreement intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby grants transfers, conveys, assigns and Grants as of the Closing Date to Lender the Administrative Agent, as agent for the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of Borrower in the obligations under) all Collateral, whether now owned or existing or hereafter arising or acquired or arising regardless of where 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 ObligationsAggregate Unpaids of the Borrower arising in connection with this Agreement and each other Transaction Document, including obligations arising pursuant to swap and hedging agreements entered into between the Borrower and PrivateBank, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Aggregate Unpaids. The Grant of a security interest under this Section 7.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, the Lenders 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 the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Administrative Agent, as agent for the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender none of the Administrative Agent, the Lenders or any other Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Administrative Agent, the Lenders 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. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower Borrowers hereby grants grant to Lender a continuing senior, first priority security interest in and pursuant to all rightapplicable provisions of the applicable commercial laws of Nevada, title and interest of Borrower California and/or Ohio (the “Codes”), as applicable, in the following (collectively, the “Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: ”): (a) Borrower shall remain liable under all the assets of Borrowers, including, but not limited to, all tools, inventory, contract rights, consumer goods, equipment, inventory, general intangibles, accounts, chattel paper, deposit accounts, documents, instruments, investment property, letter-of-credit rights, letters of credit, money, patents, licenses, intellectual property, cash, cash equivalents, cash collateral, accounts receivable, contracts rights, real property, plant, machinery, equipment, fixtures, vehicles, stock and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executedequity instruments; (b) all proceeds, replacements, substitutions, products, rents and profits of or from any and all of the exercise foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Borrowers are the loss payee thereof), or any indemnity, warranty or guaranty, payable by Lender reason of loss or damage to or otherwise with respect to any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the foregoing Collateral; and (c) Lender shall not have any obligation after acquired collateral or liability under assets of the contracts and agreements included in the Collateral by reason foregoing types. For purposes of this Agreement, nor shall Lender be obligated to perform any the term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary. Each item of Collateral listed in this Section 6.1 that is defined in Articles 8 or 9 of the obligations or duties Uniform Commercial Code (“UCC”) shall include, but not be limited to, the meanings set forth for such terms in the UCC, it being the intention of Borrower thereunder or the Borrowers that the description of the Collateral set forth above be construed to take any action include the broadest possible range of assets. Borrowers hereby appoint and constitute the Lender, as true and lawful attorney in fact for the assignment, transfer and perfection of this grant and pledge of the Collateral, to collect or enforce any claim for payment assigned hereunderthe interest and name of Lender. The Lender shall hold this security interest granted hereby secures in the payment and performance pledged Collateral as security for the repayment of the obligations, liabilities Obligations and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, covenants contained in the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableFinancing Documents.

Grant of Security Interest. Borrower (a) Purchaser shall file one or more UCC financing statements with respect to the sale of the Purchased Loans consistent with Section 9-109(a)(3) of the UCC. Notwithstanding the intent of the Parties, in the event that the transactions contemplated hereby are construed to be financings by Purchaser to Seller or the Purchased Loans are determined or held to be property of Seller, then: (a) Seller hereby grants to Lender Purchaser a present and continuing security interest in and to the following, whether now existing or hereafter created, (i) all Purchased Loans held in the name of Purchaser, (ii) all of the related Loan Document Packages for such Purchased Loans, and (iii) all Proceeds (as defined in the Servicing Agreement) and rights to receive Proceeds due to Purchaser pursuant to the terms of the Servicing Agreement (collectively, the “Purchased Loan Collateral”); (b) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC; (c) the transfers of the Purchased Loans provided for herein shall be deemed to be a grant by Seller to Purchaser of a first priority lien upon and security interest in all of Seller’s right, title and interest in and to the Purchased Loan Collateral; (d) the possession by Purchaser (or Seller, in its capacity as Servicer, as custodian on behalf of Borrower Purchaser) of the Purchased Loans and related Loan Document Packages and such other items of property that constitute instruments, chattel paper, money, or negotiable documents shall be deemed to be “possession by the secured party” for purposes of perfecting the lien or security interest pursuant to the UCC, including Section 9-313 of the UCC; (e) Purchaser is hereby authorized to take all necessary or appropriate actions to perfect its security interest in the CollateralPurchased Loan Collateral and shall file financing statements on form UCC-1 naming Purchaser as secured party/buyer and Seller as debtor/seller, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of identifying the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Purchased Loan 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateralcollateral therein; and (cf) Lender notifications to Persons holding such property and acknowledgments, receipts or confirmations from Persons holding such property, shall not have any obligation be deemed notifications to, or liability acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of Purchaser for the purpose of perfecting such lien or security MASTER LOAN PURCHASE AGREEMENT – Page J interest under the contracts and agreements included UCC. Any assignment of the interests of Purchaser in the Collateral by reason Purchased Loans pursuant to any provision hereof shall also be deemed to be an assignment of this Agreement, nor shall Lender be obligated to perform any of the obligations lien or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted created hereby secures in the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablePurchased Loan Collateral.

Grant of Security Interest. Borrower The parties to this Agreement intend that the conveyance of the Collateral by the Seller to the applicable Purchasers be treated as sales for all purposes (other than for the purposes described in Section 13.19 and for accounting purposes). If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Seller under Applicable Law. For such purpose, the Seller hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Administrative Agent, as agent for the Secured Parties, a lien and continuing security interest in and to all of the Seller’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (including any Hedging Agreements), whether now owned or existing or hereafter arising or acquired or arising regardless of where by the Seller, 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 ObligationsAggregate Unpaids of the Seller 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 Aggregate Unpaids. The assignment under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, any Hedge Counterparty, the Purchasers or any of the Secured Parties of any obligation of the Seller 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) Borrower the Seller shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and 115 obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Administrative Agent, as agent for the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release Borrower the Seller from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender none of the Administrative Agent, any Hedge Counterparty, the Purchasers or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Administrative Agent, any Hedge Counterparty, the Purchasers or any Secured Party be obligated to perform any of the obligations or duties of Borrower the Seller thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower Each Lessee hereby assigns, grants and pledges to Lender Agent, for the benefit of the Lessors, a continuing security interest in all of such Lessee's right, title and interest, whether now or hereafter existing or acquired, in the Collateral, to secure (subject to Section 4.4 of the Participation Agreement) the payment and performance of all obligations of Lessees or Guarantor now or hereafter existing under this Lease or any other Operative Agreement. Each Lessee shall, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Agent or any Lessor may reasonably request in order to protect its title to and perfected security interest in the Collateral, subject to no Liens other than Permitted Liens, and Agent's rights and benefits under this Lease. Each Lessee shall promptly and duly execute and deliver to Agent such documents and assurances and take such further action as Agent or any Lessor may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Lease and the other Operative Agreements, to establish and protect the rights and remedies created or intended to be created in favor of Agent hereunder and thereunder, and to all establish, perfect and maintain the right, title and interest of Borrower in Agent, for the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance benefit of the Obligations. Anything herein Lessors, in and to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral Vehicles, subject to the extent set forth therein to perform all no Lien other than Permitted Liens, or of its duties and obligations thereunder to the same extent such financing statements or fixture filings or other documents with respect hereto as if this Agreement had not been executed; (b) the exercise by Lender of Agent or any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or Lessor may from time to time owingreasonably request, due and Lessees agree to execute and deliver promptly such of the foregoing financing statements and fixture filings or payableother documents as may require execution by any Lessee. Without limiting the foregoing, on and after the date the Lessees elect or are deemed to have elected the Fixed Price Purchase Option or the Sale Option, Agent shall have the unconditional right to demand the execution and delivery by each Lessee of bills of sale with respect to the Vehicles leased by such Lessee or such documentation as may be necessary to cause title to the Vehicles to be recorded in the name of Agent, for the benefit of the Lessors. To the extent permitted by applicable laws, each Lessee hereby authorizes any such financing statements and other documents to be filed without the necessity of the signature of such Lessee, if such Lessee has failed to sign any such instrument within 10 days after request therefor by Agent or any Lessor. Upon Lessees' Representative's request, Agent shall at such time as all of the obligations of each Lessee under this Lease or any other Operative Agreements have been indefeasibly paid or performed in full (other than Lessees' contingent obligations, if any, under Articles VII and VIII of the Participation Agreement), execute and deliver termination statements and other appropriate documentation reasonably requested by Lessees' Representative, all at Lessees' expense, to evidence Agent's release of its security interest in the Collateral. At such time, Agent shall execute and deliver to Lessees' Representative such documents as may be reasonably necessary (without representations or warranties except that the Vehicles are free and clear of Lessor Liens) to release Agent's security interest in the Vehicles.

Grant of Security Interest. Borrower (a) The Seller hereby grants Grants as of the Initial Closing Date to Lender the Trustee, for the benefit of the Secured Parties, a lien and continuing security interest in and to all of the Seller’s right, title and interest in, to and under (but none of Borrower the obligations under) all Collateral (including any Hedging Agreements), in the Collateraleach case, whether now owned or existing or hereafter arising or acquired or arising regardless of where by the Seller, 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 ObligationsAggregate Unpaids of the Seller 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 Aggregate Unpaids. The Trustee acknowledges such Grant, accepts the trust hereunder in accordance with the provisions hereof and agrees to hold the Collateral in trust as provided herein. The Grant of a security interest under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Trustee, the Administrative Agent, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any of the Secured Parties of any obligation of the Seller 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) Borrower the Seller shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (b) the exercise by Lender the Trustee, on behalf of the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release Borrower the Seller from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (c) Lender none of the Administrative Agent, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Trustee, the Administrative Agent, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party be obligated to perform any of the obligations or duties of Borrower the Seller thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. As security for the payment of the Note and for the performance of all of the Obligations hereunder, each Borrower hereby grants to Lender a continuing security interest in assigns and to transfers all right, title and interest, now owned or hereafter acquired, in and to and grants a security interest of Borrower to the Lender in the Collateralfollowing described property, whether now owned or existing or hereafter acquired (the "Collateral"): (a0 All Mortgage Loans including all Mortgage Notes and Mortgages evidencing such Mortgage Loans which from time to time are delivered or arising regardless of where locatedcaused to be delivered to the Lender or its designee, to secure payment and performance come into the possession, custody or control of the Obligations. Anything herein Lender for the purpose of assignment or pledge or in respect of which an Advance has been made by the Lender hereunder (the "Pledged Mortgages"); (b0 All Mortgage-backed Securities which are from time to time delivered or caused to be delivered to, or are otherwise in the possession of the Lender, or its designee, its agent, bailee or custodian as assignee or pledged to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included Lender, or for such purpose are registered by book-entry in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any name of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereofLender, including, without limitation, all Investment Grade Securities (the principal amount of "Pledged Securities"); (c0 All private mortgage insurance and all debtscommitments issued by the FHA or VA to insure or guarantee any Mortgage Loans included in the Pledged Mortgages; all guaranties related to Pledged Securities; all Purchase Commitments held by such Borrower (d0 All General Intangibles, claims Instruments, Documents and indebtednessChattel Paper evidencing, accrued and unpaid interest (securing, supporting or relating to Pledged Mortgages or Pledged Securities, including, without limitation, causes of action, foreclosure suites and any judgments therein, relating thereto; (e0 All Receivables, Contracts and Contract Rights relating to Pledged Mortgages or Pledged Securities pursuant to this Warehouse Credit Agreement, including, without limitation, (i) all Purchase Commitments, (ii) all commitments to insure or guarantee and all guarantees, (iii) all insurance policies and any claims thereunder, (iv) rights to maintain any escrows, (v) rights under any agreement pursuant to which any Pledged Mortgage or Pledged Security was purchased or issued, as the case may be, and (vi) all escrow accounts and all monies; securities and instruments deposited or required to be deposited in the escrow accounts; (f0 All documents, instruments, files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records (including all information, records, tapes, data, programs, discs and cards necessary or helpful in the administration or servicing of the foregoing Collateral) and other information and data of such Borrower relating to the foregoing Collateral; (g0 All now existing or hereafter acquired cash delivered to or otherwise in the possession of the Lender or its agent, bailee or custodian or designated on the books and records of such Borrower as assigned and pledged to the Lender; (h0 All Hedging Contracts and Interest Rate Hedging Contracts with respect to the Pledged Mortgages and Pledged Securities; and (i0 All cash and non-cash Proceeds of the foregoing Collateral, including all dividends, distributions and other rights in connection with, and all additions to, modifications of and replacements for, the foregoing Collateral, and all products and proceeds of the foregoing Collateral, together with whatever is receivable or received when the foregoing Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including, without limitation, all rights to payment with respect to any cause of action affecting or relating to the foregoing Collateral or proceeds thereof. (a0 Pledged Mortgages that are to be transferred to a pool custodian in connection with the issuance of Mortgage-backed Securities, shall be released from the Lender's security interest which but only against payment to the Lender of the amount due the Lender in connection with such Pledged Mortgages as determined in accordance with Section 3.5 of this Agreement or against the issuance of such Mortgage-backed Securities and the continuation of the Lender's first priority, perfected security interest in such Mortgage-backed Securities and the proceeds thereof until payment due the Lender in respect of said Pledged Mortgages is made to the Lender. (b0 In the case of Mortgage-backed Securities created from Pledged Mortgages, the Lender shall have the exclusive right to the possession of the Mortgage-backed Securities or, if the Mortgage-backed Securities are not to be issued in certificated form, shall have the right to have the book entries for the filing Mortgage-backed Securities issued in the Lender's name or the name or names of a petition its designees. Lender shall cause delivery of the Mortgage-backed Securities to be made to the Investor or the book entries registered in bankruptcythe name of the Investor or the Investor's designee only against payment therefor. Each Borrower acknowledges that the Lender may enter into one or more standing arrangements with other financial institutions for the issuance of Mortgage-backed Securities in book entry form in the name of such other financial institutions, would accrue on as agent for the Lender, and each Borrower agrees upon request of the Lender, to execute and deliver to such obligations) and all fees, costs and expenses now or from time to time owing, due or payableother financial institutions its written concurrence in any such standing arrangements.

Grant of Security Interest. As additional security for the payment of all sums due under the Loan and the performance by Borrower of its obligations under this Agreement and the other Loan Documents, Borrower hereby pledges, assigns and grants to Lender a continuing perfected security interest in and to and a first lien upon all of Borrower’s right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstandingto: (a) Borrower shall remain liable under the contracts all Rents and agreements included in the Collateral to the extent set forth therein to perform Receipts, including all of its duties cash, accounts, documents, instruments and obligations thereunder to general intangibles evidencing or constituting the same extent as if this Agreement had not been executed; or the right to receive the same or any proceeds of any of the foregoing, (b) the exercise Clearing Account Agreement, the Cash Management Account Agreement and any funds in any form coming into the possession and control of the applicable banks pursuant thereto, (c) the Cash Management Account (including each Sub-Account) and the Clearing Account (said accounts shall be referred to as the “Accounts”) and all of the Borrower’s right, title and interest in and to all cash, property or rights transferred to or deposited into the Accounts from time to time by or on behalf of Borrower, (d) the Reserves, including all funds paid to or held by Lender for such purposes, (e) all earnings, investments and securities held in the Cash Management Account and the Clearing Account or otherwise held as Reserves, and (f) any and all proceeds of any and all of the foregoing (collectively, the “Collateral”). Borrower further agrees to execute, acknowledge, deliver, file or do, at its sole cost and expense, all other acts, assignments, notices, agreements and other instruments as Lender may reasonably require in order to perfect, effectuate, assure, convey, secure, assign and transfer unto Lender any of the rights hereunder granted hereunder. Borrower shall not release Borrower from any of its duties further pledge, assign or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The grant a security interest granted hereby secures the payment and performance of the obligationsin any Account or permit any other lien to attach thereto or any levy to be made thereon, liabilities and indebtedness of every nature of Borrower or any UCC-1 Financing Statement (except those naming Lender as secured party) to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablebe filed with respect thereto.

Grant of Security Interest. Borrower hereby grants It is the intention of the parties hereto that each transfer of Timeshare Loans to Lender be made pursuant to the terms hereof shall constitute a continuing sale, in part, and a capital contribution, in part, by the Seller to the Depositor and not a loan secured by such Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale and contribution (a “Recharacterization”), it is the intention of the parties hereto that the Seller shall be deemed to have granted to the Depositor as of the date hereof a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2 hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of a Recharacterization, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. In the case of any Recharacterization, each of the Seller and the Depositor represents and warrants as to itself that each remittance of Collections by the Seller to the Depositor hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Depositor and (ii) made in the ordinary course of business or financial affairs of the Seller and the Depositor. The characterization of the Seller as “debtor” and the Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Depositor of the Seller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Seller, Club, Club Trustee and any of their Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Depositor and its subsequent assignees. Conditions Precedent to Acquisition of Timeshare Loans by the Depositor. The obligations of the Depositor to purchase any Timeshare Loans hereunder shall be subject to the satisfaction of the following conditions: With respect to each Funding Date for each Timeshare Loan or any Qualified Substitute Timeshare Loan replacing a Timeshare Loan, all representations and warranties of the Seller contained in Section 5(a) hereof shall be true and correct on such date as if made on such date, and all representations and warranties as to the Timeshare Loans contained in Section 5(b) hereof and all information provided in the Schedule of Timeshare Loans in respect of each such Timeshare Loan conveyed on such Funding Date shall be true and correct on such Funding Date. Prior to a Funding Date, the Seller shall have delivered or shall have caused the delivery of (i) the related Timeshare Loan Files to the Custodian and the Custodian shall have delivered a Custodian’s Certification therefor pursuant to the Custodial Agreement and (ii) the Timeshare Loan Servicing Files to the Servicer. The Seller shall have delivered or caused to be delivered all other information theretofore required or reasonably requested by the Depositor to be delivered by the Seller or performed or caused to be performed all other obligations required to be performed as of the related Funding Date, including all filings, recordings and/or registrations as may be necessary in the reasonable opinion of the Depositor, the Issuer or the Indenture Trustee to establish and preserve the right, title and interest of Borrower the Depositor, the Issuer or the Indenture Trustee, as the case may be, in the Collateralrelated Timeshare Loans. On the related Funding Date, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment the Indenture shall be in full force and performance effect. Each of the Obligations. Anything herein conditions precedent to the contrary notwithstanding: (a) Borrower shall remain liable a Borrowing under the contracts Indenture and agreements included the Note Funding Agreement shall have been satisfied. Each Timeshare Loan conveyed on a Funding Date shall be an Eligible Timeshare Loan. Each Qualified Substitute Timeshare Loan replacing a Timeshare Loan shall satisfy each of the criteria specified in the Collateral to the extent set forth therein to perform all definition of its duties “Qualified Substitute Timeshare Loan” and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any each of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts conditions herein and agreements included in the Collateral; Indenture for substitution of Timeshare Loans shall have been satisfied. The Depositor shall have received such other certificates and (c) Lender opinions as it shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablereasonably request.

Grant of Security Interest. Borrower Lessee hereby grants assigns, grants, -------------------------- pledges, mortgages and warrants to Lender Lessor for the benefit of the Certificate Purchasers a continuing security interest in and to Lien against all of Lessee's right, title and interest of Borrower in the Collateralinterest, whether now owned or hereafter existing or hereafter acquired or arising regardless of where locatedacquired, in the Leased Property and proceeds therefrom, including insurance proceeds, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness all obligations of every nature of Borrower to Lender Lessee now or hereafter existing under this Agreement Lease or any other Operative Document, until such time as Lessee shall have fulfilled all of its obligations hereunder and under such other Operative Documents. Upon Lessee's request, Lessor shall at such time as all of the Note obligations of Lessee under this Lease or any other Operative Documents have been indefeasibly paid or performed in full (other than Lessee's contingent obligations, if any, under Section 7) execute and deliver termination statements --------- and other appropriate documentation reasonably requested by Lessee, all renewalsat Lessee's expense, extensionsto evidence Lessor's release of its Lien against the Leased Property. If Lessee pays or causes to be paid to Lessor all obligations of Lessee under this Lease or any other Operative Documents, restructurings at the times and refinancing thereof, includingin the manner specified, without limitationdeduction, fraud or delay, and Lessee performs and complies with all the principal amount of all debtsagreements herein and in the other Operative Documents, claims then this instrument and indebtedness, accrued the estate herein granted shall cease and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payablebecome void.

Grant of Security Interest. Borrower To secure all of Maker’s obligations under this Note, Maker hereby grants grants, pledges, and transfers to Lender Payee a continuing first priority security interest in and to all of Maker’s right, title and interest in and to 100% of Borrower Maker’s Capital Account in Payee and PrinceRidge LLC and 100% of Maker’s Units in Payee and PrinceRidge LLC held on the Collateraldate hereof: including, without limitation, all of Maker’s right, title and interest in and to any and all distributions, proceeds and any other amounts payable to Maker, whether cash or otherwise, with respect to the foregoing, whether now owned or existing or hereafter acquired or arising regardless (collectively, the “Collateral”). Maker and Xxxxx acknowledge and agree that (i) the balance of where locatedMaker’s Capital Account in Payee is $38,959,699.90 and in PrinceRidge LLC is $33,277.76 (each as of March 31, to secure payment 2012), (ii) Maker owns 264,488 Profit Units and performance 267,153 Equity Units of Payee and 2,500 Profit and Equity Units of PrinceRidge LLC and (iii) Maker owns the Collateral free and clear of all liens, security interests, claims, charges, restrictions and encumbrances whatsoever, and no part of the ObligationsCollateral is subject to any previous assignment. Anything herein to the contrary notwithstanding: (a) Borrower Payee shall remain liable have all rights and remedies of a secured party under the contracts New York Uniform Commercial Code, and agreements included in all other applicable laws, provided that Payee shall not be permitted to acquire any of the Collateral or retain the Collateral for its own account. Except to the extent set forth therein to perform permitted in this Note, Maker shall keep the Collateral free and clear of all liens, security interests, claims, charges, restrictions and encumbrances whatsoever, and shall not sell, assign, pledge, transfer, mortgage or otherwise dispose of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of all or any part of the rights hereunder Collateral. Payee is hereby authorized to file a UCC-1 financing statement (the “UCC-1”) among the records of Maker’s jurisdiction of formation that describes the Collateral, and Maker hereby represents that upon such filing, Payee shall not release Borrower from any of its duties or obligations under the contracts have a valid and agreements included perfected first priority lien on and security interest in the Collateral; . Additionally, to further evidence the foregoing security interest, Maker shall execute and (c) Lender shall not have any obligation or liability deliver to Payee a blank assignment and assumption agreement with respect to the Units. In addition to all rights and remedies available under the contracts New York Uniform Commercial Code and agreements included under other applicable law, Payee shall have the right for and in the name, place and stead of Maker, to execute endorsements, assignments and other instruments of conveyance or transfer with respect to all or any part of the Collateral following an Event of Default and the expiration of any applicable Notice Period. In furtherance of the foregoing, Maker hereby irrevocably appoints Payee as Maker’s attorney-in-fact and proxy solely to, following an Event of Default and the expiration of any applicable Notice Period, receive, endorse and collect all instruments made payable to Maker representing any dividend, interest payment or other distribution in respect of any Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable. In the event of a sale of all or any part of the Collateral by reason Payee such sale may include a best efforts auction process whereby bids by current holders of this AgreementUnits will be accepted. At the request of Xxxxx, nor Maker shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on execute such obligations) and all fees, costs and expenses now or further documents as Payee may from time to time owingrequest to record or perfect any sale of the Collateral and/or Collateral assignment to a foreclosure purchaser or to more fully carry out the intent hereof. Maker shall remain liable for any deficiency resulting from any sale of the Collateral, due or payableany part thereof, in accordance with this Note and shall pay any such deficiency forthwith on demand. Upon payment in full of all obligations under this Note (other than contingent indemnification claims) and termination of all of Payee’s commitments to lend hereunder, (x) Payee’s lien on the Collateral shall immediately, and without any required action by any party, be released, and (y) Payee shall promptly file a statement terminating the UCC-1, and if Payee does not file such termination statement within three (3) business days of such payment in full, Maker is hereby authorized to do so.

Grant of Security Interest. (a) The Borrower hereby grants as of the Closing Date to Lender the Trustee, for the benefit of the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (including any Hedging Agreements), whether now owned or existing or hereafter arising or acquired or arising regardless of where 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 ObligationsAggregate Unpaids 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 all Aggregate Unpaids. The Trustee acknowledges such grant, accepts the trust hereunder in accordance with the provisions hereof and agrees to hold the Collateral in trust as provided herein. The grant of a security interest under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Trustee, the Administrative Agent, the Lender Agents, any Hedge Counterparty, the Liquidity Banks or any of the 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: , (ai) the Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; , (bii) the exercise by Lender the Trustee, on behalf of the Secured Parties, of any of its rights in the rights hereunder Collateral shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; , and (ciii) none of the Administrative Agent, the Lender Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Trustee, the Administrative Agent, the Lender Agents, any Hedge Counterparty, the Liquidity Banks or any 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. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower hereby grants to Lender a continuing security interest in To secure the due and to all rightpunctual payment of the principal of, title premium, if any, and interest of Borrower in on the CollateralNotes when and as the same shall be due and payable, whether now owned on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or existing or hereafter acquired or arising regardless of where locatedotherwise, and interest on the overdue principal of, premium, if any, and interest (to secure payment the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Obligations. Anything herein Company to the contrary notwithstanding: (a) Borrower Holders or the Trustee under this Indenture and the Notes, the Company hereby covenants to cause the Collateral Agreements to be executed and delivered concurrently with this Indenture. Subject to the Intercreditor Agreement, the Collateral Agreements shall remain liable under grant to the contracts and agreements included Collateral Agent Security Interests in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder shall be deemed hereby incorporated by reference herein to the same extent and as fully as if set forth in their entirety at this place, and reference is made hereby to each Collateral Agreement had not been executed; (b) the exercise by Lender of any for a more complete description of the rights hereunder shall not release Borrower from any terms and provisions thereof. Each Holder, by its acceptance of its duties or obligations under a Note, consents and agrees to the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the terms of each Collateral by reason of this Agreement, nor shall Lender as the same may be obligated to perform any of the obligations in effect or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or may be amended from time to time owingin accordance with its terms, due and authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall, and shall cause each of its Subsidiaries to, do or payablecause to be done all such actions and things as may be necessary or proper, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Trustee and the Collateral Agent the Security Interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed. The Company shall, and shall cause each of its Subsidiaries to, take, upon request of the Trustee or the Collateral Agent, any and all actions required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture and the Notes, valid and enforceable, perfected (except as expressly provided herein, therein or in the Intercreditor Agreement) Security Interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly provided herein, therein, or in the Intercreditor Agreement.

Grant of Security Interest. Borrower hereby grants to Lender a continuing As security interest in for (i) the payment of the Loans, and to all rightany other extensions of credit, title and interest loans, letters of Borrower in the Collateral, whether credit or other financial accommodations now owned or existing or hereafter acquired or arising regardless made by the Lender for the benefit of where locatedthe Borrower, to secure payment and (ii) the performance of the Obligations. Anything herein to Borrower’s obligations under or in connection with any interest rate swap agreement as defined in 11 U.S.C. §101 by and between the contrary notwithstanding: (a) Borrower shall remain liable under and the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of or any Affiliate of the rights hereunder shall not release Borrower from any of its duties Lender (whether absolute or obligations under the contracts contingent and agreements included in the Collateral; whether now or hereafter becoming due or owing), and (ciii) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature any obligations of Borrower to FIA Card Services, Inc. (“FIA”) for any credit card exposure of Borrower to FIA (FIA constituting an “Affiliate” for purposes of this Agreement), and (iv) any other liability or obligation of the Borrower to the Lender whether now or hereafter existing existing, of every kind and description, whether or not evidenced by notes or other instruments, and whether or not such liability or obligations are direct or indirect, fixed or contingent, liquidated or unliquidated, the Borrower hereby assigns, grants and conveys to the Lender a security interest in the Collateral. Proceeds of the Collateral shall be allocated pari passu among the Loans and any outstanding interest rate swap agreements. The Borrower further agrees that the Lender shall have in respect of the Collateral all of the rights and remedies of a secured party under the Uniform Commercial Code, other applicable law and this Agreement Agreement. The Borrower covenants and agrees to execute and deliver, and hereby authorizes the Lender to prepare and file with the financing records of such jurisdictions as the Lender deems appropriate, such financing statements and other instruments and filings or the Note perform any and all renewalsacts as are necessary in the opinion of the Lender to perfect, extensions, restructurings maintain and refinancing thereof, including, without limitationprotect the security interest hereby granted. Except as otherwise set forth in this Agreement, the principal amount Lender does not authorize and the Borrower agrees that it shall not take any of all debtsthe following actions without the prior written consent of the Lender: (a) sell, claims and indebtednesslease, accrued and unpaid license, transfer, exchange or otherwise dispose of any of the Collateral except in the ordinary course of business; or (b) mortgage, pledge, lien, assign, grant a security interest (including, without limitation, interest which but for or otherwise encumber any of the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableCollateral.

Grant of Security Interest. Borrower hereby grants to Lender a continuing (a) As collateral security interest in for the prompt and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure complete payment and performance of the Obligations. Anything herein , each of the Borrower and any other Credit Party executing this Agreement hereby grants to the contrary notwithstandingLender a present and continuing security interest in and Lien upon all of the following property in which it now has or at any time in the future may acquire any right, title or interest: (ai) all now existing and hereafter arising or acquired Leases under which Lender has advanced funds to Borrower shall remain liable under the contracts and agreements included in the Collateral said Leases have been delivered 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 Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereofTrustee, including, without limitation, any and all rents, payments, advance rentals, security deposits, and other amounts due thereunder, proceeds of sale from sale of the principal amount equipment leased or financed thereunder or the lease or other disposition of same, any and all debtsother amounts due under any Leases; (ii) all now existing and hereafter arising or acquired Gross Lease Receivables; (iii) all now existing and hereafter arising or acquired Leased Equipment and any and all substitutions, claims replacements, accessories, additions and indebtednessimprovements thereto or therefor now owned and hereafter acquired with respect to all of the foregoing, accrued and unpaid interest any and all returns, exchanges therefor or repossessions thereof, and any proceeds resulting from the sale, lease or other disposition of the foregoing; (iv) the Operating Account (and any and all now existing and hereafter arising or acquired amounts and/or proceeds contained therein); (v) any escrow account (and any and all now existing and hereafter arising or acquired amounts and/or proceeds contained therein) relating to any Leases; (vi) all now existing and hereafter arising or acquired Chattel Paper of the Borrow relating to any Leases, Leased Equipment or Gross Lease Receivables; (vii) all now existing and hereafter arising or acquired guaranties, letter of credit or any undertakings of any kind whatsoever of any Leases or Chattel Paper of the Borrower relating to any Leases, Leased Equipment or Gross Lease Receivables, and all collateral or security relating thereto; (viii) all now existing and hereafter arising or acquired general intangibles of the Borrower relating to any or all of the foregoing or any other collateral described herein; (ix) all now existing and hereafter arising or acquired proceeds and products of any or all of the foregoing contained in subsections (i) through (vii), including, without limitation, interest which but cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including property, hazard, liability, flood and credit insurance), negotiable instruments and other instruments for the filing payment of a petition money, chattel paper, security agreements or documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds; and (x) all now existing and hereafter arising or acquired books and records relating to any or all of the above, including, without limitation, all ledger sheets, ledger cards, files, correspondence, books of account, business papers, tapes, cards, computer programs, computer software, computer discs, computer runs, computer data and computer records and any other electronic or computer 20 documents, information or records of any kind whatsoever in bankruptcythe possession or control of Borrower, would accrue on such obligations) and any computer service bureau or any other third party of any kind whatsoever; except the foregoing shall, after compliance with the applicable provisions of this Agreement, exclude any Permitted Sale Collateral pursuant to the terms of this Agreement (all feesof the foregoing, costs and expenses now or from time together with any other collateral pledged to time owingthe Lender pursuant to any other Loan Document, due or payablecollectively, the "Collateral").

Grant of Security Interest. Borrower In consideration of any credit or other financial accommodation heretofore, now or hereafter extended or made to GRIP TECHNOLOGIES, INC. ("Borrowers"), or any of them, by XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank") , and for other valuable consideration, as security for the payment of all Indebtedness of Borrowers to Bank, the undersigned XXXXXX X. XXXXXXX ("Owner") hereby grants and transfers to Lender Bank a continuing security interest in (a) Owner's Institutional Securities Account Number 009894 (the "Securities Account") maintained with Bank acting through its Investment Group (the "Intermediary"), (b) all financial assets credited to the Securities Account, including but not limited to that certain investment in commercial paper of Ford Motor Credit with a maturity on September 15, 1997, (c) all security entitlements with respect to the financial assets credited to the Securities Account, and (d) all other investment property or other assets maintained or recorded in the Securities Account (with all the foregoing defined as "Collateral"), together with whatever is receivable or received when any of the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, (i) all rights to payment, including returned premiums, with respect to any insurance relating to any of the foregoing, (ii) all rightrights to payment with respect to any cause of action affecting or relating to any of the foregoing, title and interest (iii) all stock rights, rights to subscribe, stock splits, liquidating dividends, cash dividends, dividends paid in stock, new securities or other property of Borrower any kind which Owner is or may hereafter be entitled to receive on account of any securities pledged hereunder, including without limitation, stock received by Owner due to stock splits or dividends paid in stock or sums paid upon or in respect of any securities pledged hereunder upon the liquidation or dissolution of the issuer thereof (hereinafter called "Proceeds"). Except as otherwise expressly permitted herein, in the event Owner receives any such Proceeds, Owner will hold the same in trust on behalf of and for the benefit of Bank and will immediately deliver all such Proceeds to Bank in the exact form received, with the endorsement of Owner if necessary and/or appropriate undated stock powers duly executed in blank, to be held by Bank as part of the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where locatedsubject to all terms hereof. As used herein, to secure payment the terms "security entitlement", "financial asset" and performance of "investment property" shall have the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included respective meanings set forth in the Collateral to the extent set forth therein to perform California Uniform Commercial Code. The word "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of Borrowers, or any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreementthem, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligationsheretofore, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement made, incurred or the Note created, whether voluntary or involuntary and all renewalshowever arising, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, whether due or payablenot due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Borrowers may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable.

Grant of Security Interest. (a) This Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Collateral Agent for the benefit of the Secured Parties, a lien and continuing security interest in and to all of the Borrower’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (other than any Collateral which constitutes Margin Stock), whether now owned or existing or hereafter arising or acquired or arising regardless of where 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. Anything herein to Obligations of the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included arising in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if connection with this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreementeach other Transaction Document, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender whether now or hereafter existing under this Agreement existing, due or the Note and all renewalsto become due, extensionsdirect or indirect, restructurings and refinancing thereofor absolute or contingent, including, without limitation, all Obligations. Notwithstanding any of the principal amount of all debtsother provisions set forth in this Agreement, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing this Agreement shall not constitute a grant of a petition security interest in bankruptcyany property to the extent that such grant of a security interest is prohibited by any Applicable Law in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any obligation or duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, would accrue on and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own fraud, gross negligence or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein with respect to the Collateral, the Collateral Agent, at its option and at the direction of the Administrative Agent, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such obligations) and all feesagreement. The expenses of the Collateral Agent, costs including fees and expenses now of its attorneys and agents, incurred in connection with such performance or from time compliance, together with interest thereon at the rate per annum applicable to time owingAdvances, due or payable.shall be payable by the Borrower to the Collateral Agent in accordance with Sections 2.7 and 2.8 and shall constitute Obligations secured hereby. 126

Grant of Security Interest. Borrower hereby grants to Lender a continuing (1) As security interest in and to all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, all obligations and liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, indemnities, fees and interest which but thereon) of Pledgor, or any of Pledgor's direct or indirect subsidiaries or Affiliates arising under the Lease or in connection with any agreement, instrument or extension contemplated by the Lease (collectively, the "Obligations"), Pledgor hereby pledges, hypothecates and grants to Secured Party a first and prior security interest in Landlord's Shares owned by Pledgor (the "Pledged Landlord's Shares"), together with, after an occurrence and during the continuance of an Event of Default hereunder, any and all proceeds thereof, including without limitation, any and all dividends, income, interest and distributions earned from or attributable to the investment or deposit of the Pledged Landlord's Shares (the Pledged Landlord's Shares, together with all of the foregoing being collectively referred to herein as the "SECURITY FUND"). Pledgor shall have the right to pledge, as substitute collateral, cash or other security in an amount equal to the fair market value of the substituted shares. Prior to an Event of Default (defined below) all dividends, income, interest and/or distributions earned from or attributable to the investment or deposit of the Security Fund shall be payable to Pledgor; following an Event of Default under the Loan Agreement such amounts shall be added to and become a part of the Security Fund and shall only be disbursed in accordance with the terms of this Agreement. Notwithstanding the foregoing, all dividends with respect to the Pledged Landlord's Shares shall be accrued by Secured Party until such time as the Net Operating Income for the filing Property (stabilized to reflect historical and projected Net Operating Income) after funding the Capital Replacement Reserve Fund shall have been, for any trailing twelve (12) month period at least one hundred thirteen point five (113.5%) of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.the Debt Service payable by Pledgor for Fiscal Year 1998. The word "

Grant of Security Interest. Borrower For valuable consideration, the undersigned CHOLESTECH CORPORATION, or any of them ("Debtor"), hereby grants and transfers to Lender XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank") a continuing security interest in (a) Debtor's INVESTMENT MANAGEMENT Account No. 358210114 (the "Securities Account") maintained with XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, acting through its Investment Group ("Intermediary"), (b) all financial assets credited to the Securities Account, (c) all security entitlements with respect to the financial assets credited to the Securities Account, and (d) any and all other investment property or assets maintained or recorded in the Securities Account (with all the foregoing defined as "Collateral"), together with whatever is receivable or received when any of the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, (i) all rights to payment, including returned premiums, with respect to any insurance relating to any of the foregoing, (ii) all rightrights to payment with respect to any cause of action affecting or relating to any of the foregoing, title and interest (iii) all stock rights, rights to subscribe, stock splits, liquidating dividends, cash dividends, dividends paid in stock, new securities or other property of Borrower any kind which Debtor is or may hereafter be entitled to receive on account of any securities pledged hereunder, including without limitation, stock received by Debtor due to stock splits or dividends paid in stock or sums paid upon or in respect of any securities pledged hereunder upon the liquidation or dissolution of the issuer thereof (hereinafter called "Proceeds"). Except as otherwise expressly permitted herein, in the event Debtor receives any such Proceeds, Debtor will hold the same in trust on behalf of and for the benefit of Bank and will immediately deliver all such Proceeds to Bank in the exact form received, with the endorsement of Debtor if necessary and/or appropriate undated stock powers duly executed in blank, to be held by Bank as part of the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where locatedsubject to all terms hereof. As used herein, to secure payment the terms "security entitlement," "financial asset" and performance of "investment property" shall have the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included respective meanings set forth in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunderCalifornia Uniform Commercial Code. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the Security Interest limited 3,000,000 principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableplus interest.

Grant of Security Interest. To secure the prompt payment and performance of all of the Obligations, each New Borrower hereby grants to Lender Collateral Agent, for the ratable benefit of the Lenders, and each Lender, a continuing lien upon and security interest in and to all right, title of New Borrower’s now existing or hereafter arising rights and interest in such assets of New Borrower in as are consistent with the Collateraldescription of the Collateral set forth on Exhibit A of the Loan Agreement (as if such Collateral were deemed to pertain to the assets of New Borrower), whether now owned or existing or hereafter acquired created, acquired, or arising regardless of where arising, and wherever located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, all of New Borrower’s assets and all of New Borrower’s books relating to the principal amount foregoing and any and all claims, rights and interests in any of the above and all debtssubstitutions for, claims additions, attachments, accessories, accessions and indebtednessimprovements to and replacements, accrued products, proceeds and unpaid insurance proceeds of any or all of the foregoing. Each New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Lenders that are reasonably deemed necessary by Lenders in order to grant a valid, perfected first priority security interest (includingto Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in the Collateral, subject only to Permitted Liens that expressly have superior priority to Collateral Agent’s Lien in this Agreement. Each New Borrower hereby authorizes Collateral Agent to file financing statements, without limitationnotice to Borrower, with all appropriate jurisdictions and filing offices in order to perfect or protect Lenders’ interest which but for or rights hereunder, including a notice that any disposition of the filing Collateral, by any Borrower or any other Person, shall be deemed to violate the rights of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableLenders under the Code.

Grant of Security Interest. (a) This Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby transfers, conveys, assigns and grants as of the Original Closing Date, the Successor Borrower hereby transfers, conveys, assigns and grants as of the A&R Effective Date and each New Borrower hereby transfers, conveys, assigns and grants as of the date on which such New Borrower delivers a Borrower Joinder Agreement, to Lender the Collateral Agent for the benefit of the Secured Parties, a lien and continuing security interest in and to all of such Borrower’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Collateral (other than any Collateral which constitutes Margin Stock), whether now owned or existing or hereafter arising or acquired or arising regardless of where by such 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. Anything herein to the contrary notwithstanding: (a) Obligations of such Borrower shall remain liable under the contracts and agreements included arising in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if connection with this Agreement had not and each other Transaction Document (other than contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreementasserted), nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender whether now or hereafter existing under this Agreement existing, due or the Note and all renewalsto become due, extensionsdirect or indirect, restructurings and refinancing thereofor absolute or contingent, including, without limitation, all Obligations. Notwithstanding any of the principal amount of all debtsother provisions set forth in this Agreement, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing this Agreement shall not constitute a grant of a petition security interest in bankruptcyany property to the extent that (i) such grant of a security interest is prohibited by any Applicable Law in effect as of the date set forth in the immediately preceding sentence or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law or (ii) such grant of a security interest would render the Borrower’s rights or interests in such property void, revoked or terminated or would accrue result in a breach, violation or default by the Borrower with respect thereto. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such obligations) powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and all feesneither the Collateral Agent nor any of its officers, costs directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own fraud, gross negligence or willful misconduct. If such Borrower fails to perform or comply with any of its agreements contained herein with respect to the Collateral, the Collateral Agent, at its option and at the direction of the Administrative Agent, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such agreement. The expenses now of the Collateral Agent incurred in connection with such performance or from time compliance, together with interest thereon at the rate per annum applicable to time owingAdvances, due or payableshall be payable by the Borrower to the Collateral Agent in accordance with Sections 2.7 and 2.8 and shall constitute Obligations secured hereby.

Grant of Security Interest. The US Borrower hereby grants will, no later than thirty days after the occurrence of a Downgrading, grant to Lender the Administrative Agent, for the benefit of the Lenders, a continuing first priority (subject to customary exceptions) security interest (the "Springing Lien") in and to substantially all right, title and interest of Borrower in the Collateral, whether now owned or existing or hereafter acquired or arising regardless of where located, to secure payment and performance of the Obligations. Anything herein to the contrary notwithstanding: US Borrower's tangible and intangible assets (a) Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount assets listed on Schedule 7.11 hereto), except for those assets as to which the Administrative Agent shall determine in its sole reasonable discretion that the costs of all debtsobtaining such a security interest are excessive in relation to the value of the security to be afforded thereby; provided that (a) the Springing Lien shall be granted pursuant to documentation (including legal opinions of counsel to the US Borrower) substantially in the form that shall be approved by the Administrative Agent and the US Borrower no later than sixty days after the Effective Date, claims (b) to the extent that any Subordinated Debt of the US Borrower, any Hedging Agreement of the US Borrower with any Lender, or any Indebtedness of the US Borrower now existing or hereafter issued and indebtednesssold, accrued requires that such Subordinated Debt, Hedging Agreement or Indebtedness be equally and unpaid interest ratably secured with the Indebtedness incurred under this Agreement, such Subordinated Debt, Hedging Agreement or other Indebtedness shall be so secured and (includingc) the Administrative Agent, on behalf of the Lenders, shall have the authority to release the Springing Lien on any assets sold, transferred, leased or otherwise disposed of in a transaction permitted under this Agreement; provided that with respect to any assets sold, transferred, leased or otherwise disposed of in connection with a Qualified Securitization Transaction, such Springing Lien shall automatically be released without limitation, interest which but for further action by the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableAdministrative Agent.

Grant of Security Interest. Borrower Each of the Grantors hereby pledges, collaterally assigns and grants to Lender the Administrative Agent, on behalf of and for the benefit of the Secured Parties, a continuing security interest in and to all of such Grantor’s right, title and interest of Borrower in the Collateralinterest, whether now owned or existing or hereafter acquired or arising regardless of where locatedacquired, in and to the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Anything herein ; provided that, notwithstanding anything to the contrary notwithstanding: contained in this Article II, (i) the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Assets or any Equity Interest in any Subsidiary that is not a Domestic Subsidiary or a First-Tier Foreign Subsidiary, (ii) the amount of Equity Interests in any First-Tier Foreign Subsidiary pledged or required to be pledged to the Administrative Agent hereunder or under any other Collateral Document shall be automatically limited to the Voting Stock of such First-Tier Foreign Subsidiary that is also a Pledge Subsidiary representing not more than 65% (or, in the case of Acterna France SAS, 14.52%) of the total Voting Power of all outstanding Voting Stock of such First-Tier Foreign Subsidiary (and the term “Collateral” shall not include any other Equity Interests of such First-Tier Foreign Subsidiary) and (iii) the Equity Interests of a Domestic Subsidiary will not be pledged or required to be pledged to the Administrative Agent hereunder or under any other Collateral Document unless such Domestic Subsidiary is a Material Domestic Subsidiary (and the term “Collateral” shall not include the Equity Interests of any Domestic Subsidiary that is not a Material Domestic Subsidiary). For the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an assignment of intellectual property rights owned by the Grantors. In addition, for the avoidance of doubt, (a) it is understood and agreed that neither the Borrower shall remain liable under nor any Subsidiary will be required to (i) obtain bailee or landlord waivers in respect of any location where Inventory is stored or (ii) record with the contracts United States Patent and agreements included Trademark Office (or any analogous domestic or foreign agency or office) any security interest in the Collateral to the extent set forth therein to perform all of its duties any Patent or Trademark and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of no Equity Interest whatsoever in any of the rights hereunder shall not release Borrower from any of its duties Subsidiary may be pledged unless such Subsidiary is a Domestic Subsidiary or obligations under the contracts and agreements included in the Collateral; and (c) Lender shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableFirst-Tier Foreign Subsidiary.

Grant of Security Interest. Borrower The parties to this Agreement intend that the conveyance of the Assets in the Asset Pool by the Seller to the Trustee on behalf of the Purchasers be treated as sales for all purposes. If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Seller under Applicable Law. For such purpose, the Seller (and, to the extent title to any Assets are held in the name of the Owner Trustee, the Owner Trustee) hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Trustee, for the benefit of the Secured Parties, a Lien and continuing security interest in and to all of the Seller’s right, title and interest in, to and under (but none 121 of Borrower in the Collateralobligations under) all Assets (including any Hedging Agreements), whether now owned or existing or hereafter arising or acquired or arising regardless of where by the Seller, 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 ObligationsAggregate Unpaids of the Seller 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 Aggregate Unpaids. The assignment under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Trustee, Administrative Agent, any Purchaser, any Purchaser Agent, any Hedge Counterparty, any Liquidity Bank or any of the Secured Parties of any obligation of the Seller or any other Person in connection with any or all of the Assets or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding: , (a) Borrower the Seller shall remain liable under the contracts and agreements included in the Collateral Assets 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 Lender the Trustee for the benefit of the Secured Parties, of any of its rights in the rights hereunder Assets shall not release Borrower the Seller from any of its duties or obligations under the contracts and agreements included in the Collateral; Assets, and (c) Lender none of the Administrative Agent, Trustee, any Purchaser, any Purchaser Agent, any Hedge Counterparty, any Liquidity Bank or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral Assets by reason of this Agreement, nor shall Lender the Administrative Agent, Trustee, any Purchaser, any Purchaser Agent, any Hedge Counterparty, any Liquidity Bank or any Secured Party be obligated to perform any of the obligations or duties of Borrower the Seller thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower (a) To secure the prompt and complete payment, observance and performance of the Guarantor Obligations, each Guarantor hereby grants to Lender the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, a continuing security interest Security Interest in and to all of such Guarantor's right, title and interest in and to all: (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Equipment, (v) Fixtures, (vi) General Intangibles, (vii) Instruments, including, without limitation, Instruments evidencing intercompany Indebtedness, (viii) Inventory, (ix) Intellectual Property, (x) Equity Interests in each Person which now is or may hereafter become a Subsidiary of Borrower such Guarantor or of the Borrower, whether or not evidenced by a Security, (xi) any Property of such Guarantor which now or hereafter may come into the possession, custody or control of the Administrative Agent or any Credit Party or any agent or affiliate of any of them in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), (xii) all FCC Licenses issued to such Guarantor including the CollateralProceeds of any sale or other disposition thereof, and (xiii) and all Proceeds of all of the foregoing, in each case whether now owned or existing or hereafter arising or acquired or arising regardless of where located(collectively, to secure payment and performance of the Obligations"COLLATERAL"). Anything Notwithstanding anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included in contrary, the Collateral shall not include (1) any agreement with a third party that prohibits the grant of a Lien on (but not merely the assignment of or of any interest in) such agreement or any of such Guarantor's rights thereunder without the consent of such party or under which a consent to such grant is otherwise required, which consent has not been obtained, except to the extent set forth therein to perform all rights under any such agreement are covered by Section 9-318 of its duties and obligations thereunder the NYUCC; PROVIDED, however, that the Collateral shall include (A) the Proceeds of any such agreement to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and agreements such Proceeds are otherwise included in the Collateral; , and (cB) Lender any such agreement from and after the date on which the requisite consent is obtained (which security interest shall not have automatically and without any obligation further action attach and become fully effective at that time) or liability under (2) any FCC License to the contracts and agreements included in extent that a security interest therein is prohibited by FCC Regulations or other applicable law, PROVIDED, however, that the Collateral by reason shall include (A) the Proceeds of this Agreement, nor shall Lender be obligated such FCC License and (B) any FCC License to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The extent that such security interest granted hereby secures the payment at any time hereafter shall no longer be so prohibited (which security interest shall automatically and performance of the obligations, liabilities without any further action attach and indebtedness of every nature of Borrower become fully effective at that time (giving effect to Lender now any retroactive effect to any change in FCC Regulations or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payableother applicable law)).

Grant of Security Interest. Borrower The parties to this Agreement intend that the conveyance of the Assets in the Asset Pool by the Seller to the applicable Purchasers be treated as sales for all purposes. If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Seller under Applicable Law. For such purpose, the Seller hereby transfers, conveys, assigns and grants as of the Closing Date to Lender the Administrative Agent, as agent for the Secured Parties, a lien and continuing security interest in and to all of the Seller’s right, title and interest in, to and under (but none of Borrower in the Collateralobligations under) all Assets (including any Hedging Agreements), whether now owned or existing or hereafter arising or acquired or arising regardless of where by the Seller, 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 ObligationsAggregate Unpaids of the Seller 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 Aggregate Unpaids. The assignment under this Section 9.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, the Purchaser Agents, the Hedge Counterparty, the Liquidity Banks or any of the Secured Parties of any obligation of the Seller or any other Person in connection with any or all of the Assets or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding: , (a) Borrower the Seller shall remain liable under the contracts and agreements included in the Collateral Assets 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 Lender the Administrative Agent, as agent for the Secured Parties, of any of its rights in the rights hereunder Assets shall not release Borrower the Seller from any of its duties or obligations under the contracts and agreements included in the Collateral; Assets, and (c) Lender none of the Administrative Agent, the Purchaser Agents, the Hedge Counterparty, the Liquidity Banks or any Secured Party shall not have any obligation obligations or liability under the contracts and agreements included in the Collateral Assets by reason of this Agreement, nor shall Lender the Administrative Agent, the Purchaser Agents, the Hedge Counterparty, the Liquidity Banks or any Secured Party be obligated to perform any of the obligations or duties of Borrower the Seller thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time to time owing, due or payable.

Grant of Security Interest. Borrower Notwithstanding the intent of the Parties, in the event that the transactions contemplated hereby are construed to be financings by Purchaser to Seller or the Purchased Receivables and other Purchased Receivable Assets are determined or held to be property of Seller, then (a) Seller hereby grants to Lender Purchaser a present and continuing security interest in and to the following, whether now existing or hereafter created: all Purchased Receivables (including all related property, including all of the related Portfolio Documents for such Purchased Receivables and all proceeds (as defined in the UCC) of all of the foregoing (collectively, the “Purchased Receivable Collateral”)); (b) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC; (c) the transfers of the Purchased Receivables and other Purchased Receivable Collateral provided for herein shall be deemed to be a grant by Seller to Purchaser of a first priority lien upon and security interest in all of Seller’s right, title and interest in and to the Purchased Receivable Collateral; (d) the possession by Purchaser of Borrower the Purchased Receivables and other Purchased Receivable Collateral and such other items of property as constitute instruments, chattel paper, money, negotiable documents, general intangibles or accounts shall be deemed to be “possession by the secured party” for purposes of perfecting the lien or security interest pursuant to the UCC, including Section 9-305 of the UCC; (e) Purchaser is hereby authorized to take all necessary or appropriate actions to perfect its security interest in the Purchased Receivable Collateral, whether now owned including without limitation authorization to file financing statements on form UCC-1 naming Purchaser as secured party and Seller as debtor, and identifying the Purchased Receivable Collateral as collateral therein; and (f) notifications to Persons holding such property and acknowledgments, receipts or existing confirmations from Persons holding such property, shall be deemed notifications to, or hereafter acquired acknowledgments, receipts or arising regardless confirmations from, financial intermediaries, bailees or agents (as applicable) of where located, to secure payment and performance Purchaser for the purpose of perfecting such lien or security interest under the UCC. Any assignment of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and agreements included interests of Purchaser in the Purchased Receivables pursuant to any provision hereof shall also be deemed to be an assignment of any lien or security interest created hereby in the Purchased Receivable Collateral. Seller shall not create or permit any security interest in Purchased Receivable Collateral, except in favor of Purchaser, and, if necessary, shall modify any previously executed loan or security agreement to eliminate any security interest granted in the Purchased Receivable Collateral, including without limitation any security interest in such Purchased Receivable Collateral to as proceeds or as after acquired property. To the extent set forth therein to perform all of its duties consistent with this Agreement, Seller and obligations thereunder to the same extent Purchaser shall take such actions as may be deemed reasonably necessary or appropriate such that, if this Agreement had not been executed; (b) the exercise by Lender of any of the rights hereunder shall not release Borrower from any of its duties were deemed to create a lien upon or obligations under the contracts and agreements included security interest in the Collateral; Purchased Receivable Collateral and (c) Lender shall not have any obligation all such reasonably necessary or liability appropriate actions had been taken, such lien or security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the contracts and agreements included in the Collateral by reason term of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The security interest granted hereby secures the payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Lender now or hereafter existing under this Agreement or the Note and all renewals, extensions, restructurings and refinancing thereof, including, without limitation, the principal amount execution and delivery by Seller to Purchaser of all debtsassignments, claims security agreements, financing statements and indebtednessother documents Purchaser reasonably requests, accrued in form and unpaid interest (including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations) and all fees, costs and expenses now or from time substance reasonably satisfactory to time owing, due or payablePurchaser.