Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower Without prejudice to the Liens granted by each Australian Obligor under each Australian Security Document to which it is party, on the Closing Date, the Issuer and each Guarantor hereby grants Bankgranted to Collateral Agent, for the ratable benefit of the Secured Parties, to secure the payment and performance in full of all of the Obligations and the Guaranteed Obligations, as applicable, a continuing first priority security interest in, and pledges pledged to BankCollateral Agent, for the ratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products and supporting obligations (as defined in the Code) in respect thereof. Borrower representsIn respect of the Australian Obligors only, warrantsto the extent there is any inconsistency between this Section 4.1 and any provision of any Australian Security Document, and covenants that the security interest granted herein relevant provision of such Australian Security Document shall be and prevail. If Issuer or any Guarantor shall at all times continue acquire any commercial tort claim (as defined in the Code), upon the Closing Date, Issuer or such Guarantor shall grant to be Collateral Agent, for the ratable benefit of the Secured Parties, a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in Collateral Agent and the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Required Purchasers. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid or converted in full, . Upon payment or conversion in full of the Obligations (other than inchoate indemnity obligations) and at such time Bank shallas the Purchasers’ obligation to purchase the Notes has terminated, Collateral Agent shall (acting at the direction of the Required Purchasers), at Borrower’s the sole cost and expenseexpense of Issuer, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Issuer and the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditGuarantors.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority a perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached hereto and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may 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 and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either any Bank Services AgreementBorrower or any other Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdiscretion.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) with an anticipated value in excess of $25,000, Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate (i) release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In , (ii) execute and deliver to Borrower all documents that Borrower reasonably requests to evidence the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate release of the security interest granted herein upon in the Collateral and (iii) deliver to Borrower providing cash collateral acceptable to Bank any stock certificates and other Collateral in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCollateral Agent’s possession.

Grant of Security Interest. Borrower hereby grants Bankto Agent, for the ratable benefit of Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankAgent, for the ratable benefit of Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Agent and/or Lenders’ Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the general details thereof and grant to Bank Agent, for the ratable benefit of Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankAgent’s and Lenders’ Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time Bank as Agent’s and Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest interests in, and pledges to Bank, all right, title, and interest of such Borrower in and to the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest interests granted herein shall be are and shall at all times continue to be a first priority perfected security interest interests in the Collateral (subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Bank by operation of law or by written subordination agreement duly executed and delivered by Bank in favor of the holders of such Permitted Liens). If Borrower shall at any time acquire a one or more commercial tort claimclaims involving amounts in excess of $250,000 (individually or in the aggregate with respect to all such acquired commercial tort claims), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof (unless and grant except to the extent such information would waive the attorney-client privilege). Such notification to Bank in such writing shall constitute an additional grant, hereunder, of a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected continuing security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority commercial tort claims and all proceeds thereof to Bank’s Lien , and Borrower shall execute and deliver all such documents and take all such actions as Bank may reasonably request in this Agreement)connection therewith. If both this Agreement is and the Exim Loan Agreement are terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions under this Agreement and the Exim Loan Agreement has terminated, Bank shall, at Borrower’s sole cost and expense, terminate promptly release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and obligations with respect to Bank Services that have been cash collateralized pursuant to the terms of this Section 4.1) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1 .l(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations and cash-collateralized Letters of Credit following maturity). Upon payment in full of the Obligations (other than inchoate indemnity obligationsobligations and cash-collateralized Letters of Credit following maturity) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A to the Loan Agreement and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may 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 and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either any Bank Services AgreementBorrower or any other Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdiscretion.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00), Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may reasonably be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Borrower or Guarantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to this Agreement, or upon the release of any Borrower or any Guarantor from its obligations under this Agreement or the applicable Guaranty, if any, in accordance with the terms of the Loan Documents, the Collateral Agent will, at such Borrower’s or Guarantor’s sole cost and expense, execute and deliver to such Borrower or Guarantor such documents as such Borrower or Guarantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Borrower or Guarantor shall have delivered to the Collateral Agent, at least ten (10) Business Days’ prior to the date of the proposed release, a written request for release describing the item of Collateral, together with a form of release for execution by the Collateral Agent, and such other information as Collateral Agent may reasonably request.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2016-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2016-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2016-A Exchange Note Collection Account. The Grant of the 2016-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2016-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2016-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2016-A Exchange Note Collection Account or with respect to the 2016-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2016-A Exchange Note as provided in the 2016-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2016-A Exchange Note Supplement for the benefit of the 2016-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2016-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2016-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement or pursuant to applicable law, in each case, to have priority over Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) greater than Twenty-Five Thousand Dollars ($25,000.00), Borrower shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2020-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2020-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2020-A Exchange Note Collection Account. The Grant of the 2020-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2020-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2020-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2020-A Exchange Note Collection Account or with respect to the 2020-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2020-A Exchange Note as provided in the 2020-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2020-A Exchange Note Supplement for the benefit of the 2020-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2020-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2020-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower The Debtor hereby grants Bankto the Secured Party for the benefit of the Secured Party and the Lenders, to secure the full, punctual and unconditional payment and performance in full of all of the Obligations, a continuing security interest inin all of the Debtor's right, title and pledges interest in and to Bankthe following properties, assets and rights of the CollateralDebtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds Proceeds and products thereof. Borrower representsthereof (all 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, warrantsEquipment 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 covenants 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 herein shall be has attached and shall at all times continue until (i) the Obligations have been paid, performed and undefeasibly discharged in full and (ii) the Lenders are no longer committed to be a first priority perfected extend any credit to the Debtor under the Credit Agreement or any other Loan Document. The security interest is granted as security only and shall not subject the Secured Party or the Lenders to, transfer to the Secured Party or the Lenders, or in any way affect or modify, any obligation or liability of the Debtor with respect to any of the Collateral subject only or any transaction in connection therewith. Except during the existence of an Event of Default, the Debtor shall retain the right to Permitted Liens. If Borrower shall at vote any time acquire a commercial tort claim, Borrower shall promptly notify Bank of the Investment Property constituting Collateral in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon manner not inconsistent with the terms of this Agreement and the Credit Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim in excess of $250,000, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate execute and deliver such documents as reasonably requested by Borrower to evidence the termination and release of its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% at least one hundred five percent (110% if the Dollar Equivalent is denominated in Foreign Currency105.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted to have superior priority to Bank’s security interest). If the Agreement is terminated, Bank’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Agreement, the Working Capital Loan Agreement and the Exim Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankAgent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankAgent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed Liens that may have priority by Borrower operation of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon applicable Law or by the terms of this Agreement, with such writing to be in form and substance satisfactory to Banka written intercreditor or subordination agreement entered into by Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with BankSVB. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank SVB thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank SVB to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to BankAgent’s Lien in this Agreement). If this Agreement is terminated, BankAgent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is are terminated, Bank Agent shall terminate the security interest granted herein upon Borrower providing to SVB cash collateral acceptable to Bank SVB in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank SVB cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred two percent (102.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred five percent (105.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank SVB in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementLiens). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations, any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with this Section 4.1 (collectively, the “Remaining Obligations”)) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than Remaining Obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsRemaining Obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% at least one hundred five percent (110% if the Dollar Equivalent is denominated in Foreign Currency105.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, As an inducement for the Secured Party to purchase the Debentures and to secure the payment complete and timely payment, performance and discharge in full full, as the case may be, of all of the Obligations, the Company hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the Secured Party, a continuing security interest interest, to the extent not already encumbered, in, a continuing lien upon, a right to possession and pledges disposition of and a right of set-off against, in each case to Bankthe fullest extent permitted by law, all of the CollateralCompany's right, wherever locatedtitle and interest of whatsoever kind and nature (including, whether now owned or hereafter acquired or arisingwithout limitation, all of Peak Entertainment Ltd.'s rights) in and all proceeds and products thereofto the Collateral (the "Security Interest"). Borrower represents, warrants, and covenants that The Security Interest rights herein shall be on an equal level to the security interest rights granted to other third party purchasers in the Company's sale of debentures, on terms and conditions similar to the terms herein, occurring on or about the same time as this Agreement. Notwithstanding anything to the contrary herein, the parties understand and agree that the Security Interest rights herein shall be secondary to any security interest rights previously granted by the Company in or about January 2005, and that the provisions of this Agreement shall be interpreted accordingly. The Company shall be entitled to grant security interest rights senior to the rights of the Secured Parties to a financial institution, subject to the approval of the Secured Parties, which shall not be unreasonably withheld. The Company shall be entitled to grant security interest rights similar to the rights granted to the Secured Parties to non-financial institution lender(s) hereafter providing at all times continue least $1,500,000 or more in working capital, subject to the approval of the Secured Parties, which shall not be unreasonably withheld. Secured Parties acknowledge that the Company will need additional capital for its business. Except as provided for herein, the Company will not grant to any other person a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire its assets for so long as a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower majority of the general details thereof and grant Debentures sold to Bank in such writing a security interest therein and in the proceeds thereofSecured Parties remaining outstanding, all upon except with the terms consent of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless two-thirds of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interestthe Debentures held by the Secured Parties, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditwhich shall not be unreasonably withheld.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s or each Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each Lender shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral reasonably acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensLiens that are permitted to have priority over Bank’s Liens hereunder. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it may have previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)herein. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% one hundred five percent (110% if the Dollar Equivalent is 105.0%) for Letters of Credit denominated in Foreign CurrencyDollars and one hundred ten percent (110.0%) for Letters of Credit denominated in a currency other than Dollars, in each case of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject in priority only to the Liens described in clauses (c), (h), (j) and (k) of the definition of Permitted Liens. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) with a potential value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be reasonably required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then one hundred five percent (105.00%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then one hundred ten percent (110.00%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(b). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one-half of one-percent (.50%) of the Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2019-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2019-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2019-A Exchange Note Collection Account. The Grant of the 2019-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2019-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2019-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2019-A Exchange Note Collection Account or with respect to the 2019-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2019-A Exchange Note as provided in the 2019-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2019-A Exchange Note Supplement for the benefit of the 2019-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2019-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2019-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2020-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2020-B Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2020-B Exchange Note Collection Account. The Grant of the 2020-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2020-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2020-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2020-B Exchange Note Collection Account or with respect to the 2020-B Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2020-B Exchange Note as provided in the 2020-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2020-B Exchange Note Supplement for the benefit of the 2020-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2020-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2020-B Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations relating to Section 2.1.1, a continuing security interest in, and pledges to Bank, the 2007 Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations (other than the Obligations relating to Section 2.1.1), a continuing security interest in, and pledges to Bank, the 2009 Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.” 8 The Loan Agreement shall be amended by inserting the following text at the end of Section 5.2 thereof: “Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of which could interfere with Bank’s right to sell any Collateral. Borrower acknowledges shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of that might otherwise be restricted or prohibited by law or by the terms of any Bank Services Agreementsuch license or agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder whether now existing or entered into in the future, and that it is the intent of Borrower and (y) Bank to have all such Obligations secured by the first priority perfected security interest ability in the event of a liquidation of any Collateral granted herein (subject only to Permitted Liens that may have superior priority to dispose of such Collateral in accordance with Bank’s Lien in this Agreement). If rights and remedies under this Agreement is terminatedand the other Loan Documents.” 9 The Loan Agreement shall be amended by deleting the following, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in fullappearing as Section 6.2 thereof, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.entirety:

Grant of Security Interest. Borrower hereby grants Bank, to secure As security for the prompt and complete payment and performance in full of the Loans, the Company hereby grants to BSC a first priority security interest in all properties, assets and rights of the Obligations, a continuing security interest in, and pledges to Bank, the CollateralCompany, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereofthereof (all of the same being hereinafter called the “Collateral”), including without limitation: all personal and fixture property of every kind and nature, including, without limitation, all goods (including inventory, equipment and any accessions thereto), intellectual property (including all patents, patent applications, trade secrets, trademarks, copyrights and all other intellectual property), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and 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 and goodwill of any kind or nature). Borrower The Company represents, warrantswarrants and agrees that, and covenants that except for the security interest granted herein hereunder, the Company owns, and will continue to own, the Collateral free and clear of all Liens, and will not, while any Loan remains outstanding, create any Lien of any kind whatsoever on the Collateral. The Company agrees that it will assist BSC, at BSC’s request, in making such filings or taking such other actions (including, without limitation, the execution of such documents) as may be necessary or advisable for BSC to perfect its security interest hereunder (including, without limitation, executing such UCC financing statements as BSC requests and executing the Patent Security Agreement). If the Company shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless default of the terms of the Notes, BSC shall have the rights and remedies of a secured party under the Uniform Commercial Code and any Bank Services Agreementother applicable laws now or hereafter existing, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminatedrights and remedies being cumulative, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in fullnot exclusive, and enforceable alternatively, successively or concurrently, at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (times as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditBSC deems expedient.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement or the EXIM Loan Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has enteredthe security interest created in this Agreement only with respect to Export-Related Accounts Receivable, and/or may Export-Related Inventory and Export-Related General Intangibles (as defined in the future enter, into Bank Services Agreements with Bank. Regardless of EXIM Loan Agreement) is subject to and subordinate to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest granted to Bank in the Collateral granted herein (subject only EXIM Loan Agreement with respect to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest interests in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest interests granted herein shall be are and shall at all times continue to be a first priority perfected security interest interests in the Collateral (subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Bank by operation of law or by written subordination agreement duly executed and delivered by Bank in favor of the holders of such Permitted Liens). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant thereof. Such notification to Bank in such writing shall constitute an additional grant, hereunder, of a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected continuing security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority commercial tort claim and all proceeds thereof to Bank’s Lien , and Borrower shall execute and deliver all such documents and take all such actions as Bank in its good faith business judgment may request in connection therewith. Notwithstanding anything to the contrary in this Agreement, the term “Collateral” shall not include (i) the Financed Equipment Collateral, unless and until the Existing Equipment Loans Obligations under the 2005 Loan Agreement are paid in full (and concurrently with such payment in full of the Existing Equipment Loans Obligations, the Financed Equipment Collateral shall automatically and thereafter constitute Collateral); (ii) any of the Borrower’s “Excluded IP” (as defined in Exhibit A hereto) (but “Collateral” does include “Included Proceeds of Excluded IP” (as defined in Exhibit A hereto); (iii) the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code of 1986, as amended), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote, and (iv) Equipment subject to a lien described in clause (c) of the definition of Permitted Liens in which the granting of a security interest in such Equipment is prohibited by or would constitute a default under any agreement or document governing such Equipment (but only to the extent such prohibition is enforceable under applicable law), provided that upon the termination or lapsing of any such prohibition, such Equipment shall automatically be part of the Collateral. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s or each Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each applicable Lender shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower Each Borrower, as legal and beneficial owner, hereby grants and charges to Bank, to secure the payment and performance in full of all of the ObligationsObligations (other than obligations under the Warrant), a continuing security interest in, and pledges to to, and, by way of fixed charge, charges in favor of, Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsBorrowers jointly and severally represent, warrantswarrant, and covenants covenant that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If a Borrower shall at any time acquire a commercial tort claim, Borrower Borrowers shall promptly notify Bank in a writing signed by Borrower Borrowers of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations or obligations under the Warrant) outstanding at the time of such termination are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or obligations under the Warrant) outstanding at the time of such termination and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s Borrowers’ written request and sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditBorrowers.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Agent, for the ratable benefit of the Lenders a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges interests in such assets of New Borrower as are consistent with the description of the Collateral set forth on Exhibit A of the Loan Agreement (as if such Collateral were deemed to Bank, pertain to the Collateral, wherever locatedassets of New Borrower), whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s personal property (consistent with the description of Collateral as set forth on Exhibit A of the Loan Agreement), and all New Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower representsfurther covenants and agrees that by its execution hereof it shall provide all such information, warrantscomplete all such forms, and covenants that the security interest granted herein shall be take all such actions, and shall at enter into all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claimsuch agreements, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges Agent and the Lenders that it previously has enteredare reasonably deemed necessary by Agent and the Lenders in order to grant a valid, and/or may in perfected first priority security interest to Agent, for the future enter, into Bank Services Agreements with Bank. Regardless ratable benefit of the terms of any Bank Services AgreementLenders, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of the Loan Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankAgent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied Loan Agreement). New Borrower hereby authorizes Agent to file financing statements, without notice to Borrower, with all appropriate jurisdictions in fullorder to perfect or protect Agent’s interest or rights hereunder, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in including a notice that any disposition of the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) contravention of the Dollar Equivalent Loan Agreement, by either Borrower or any other Person shall be deemed to violate the rights of Agent under the Code. Such financing statements may indicate the Collateral as “all assets of the face amount Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditAgent’s discretion.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2017-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2017-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2017-A Exchange Note Collection Account. The Grant of the 2017-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2017-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2017-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2017-A Exchange Note Collection Account or with respect to the 2017-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2017-A Exchange Note as provided in the 2017-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2017-A Exchange Note Supplement for the benefit of the 2017-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2017-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2017-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be Bank a first priority perfected continuing security interest in the Collateral subject only to Permitted Liens. If Borrower shall at secure prompt repayment of any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the general details thereof Loan Documents. Except for Permitted Liens or as disclosed in the Schedule, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Borrower also hereby agrees not to sell, transfer, assign, mortgage, pledge, lease, grant to Bank in such writing a security interest therein in, or encumber any of its Intellectual Property. Notwithstanding any termination of this Agreement or of any filings undertaken related to Bank’s rights under the Code, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding. SteadyMed Israel shall grant and pledge to Bank a fixed charge over all issued and outstanding shares of the Borrower which are owned and held by SteadyMed Israel as set forth in the proceeds thereofDebenture of Fixed Charge between SteadyMed Israel and the Bank (the “Fixed Charged Assets”) and a floating charge over all of the present and future assets of SteadyMed Israel as they may be from time to time, excluding any intellectual property assets of SteadyMed Israel (the “Floating Charged Assets” and together with the Fixed Charge Assets, the “Charged Assets”) to secure prompt repayment of any and all upon Obligations by the terms Borrower and to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents, and to secure prompt repayment of any and all amounts which may be due by SteadyMed Israel under that certain Unconditional Guaranty between SteadyMed Israel and the Bank. SteadyMed Israel also agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its assets other than as set forth in the Debenture of Fixed Charge. Notwithstanding any termination of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien fixed charge and floating charge under the Debenture of Fixed Charge and Floating Charge shall remain in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the effect for so long as any Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditoutstanding.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue (subject to be the security interest granted in the Exim Agreement) a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted to have superior priority to Bank’s security interest). If the Agreement is terminated, Bank’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Agreement, the Term Loan Agreement and the Exim Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has enteredthe security interest created in this Agreement only with respect to Export-Related Accounts Receivable, and/or may Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Exim Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed ) is subject to be Obligations hereunder and that it is the intent of Borrower and Bank subordinate to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2018-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2018-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2018-A Exchange Note Collection Account. The Grant of the 2018-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2018-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2018-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2018-A Exchange Note Collection Account or with respect to the 2018-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2018-A Exchange Note as provided in the 2018-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2018-A Exchange Note Supplement for the benefit of the 2018-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2018-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2018-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2016-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2016-B Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2016-B Exchange Note Collection Account. The Grant of the 2016-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2016-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2016-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2016-B Exchange Note Collection Account or with respect to the 2016-B Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2016-B Exchange Note as provided in the 2016-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2016-B Exchange Note Supplement for the benefit of the 2016-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2016-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2016-B Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this EXIM Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this EXIM Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this EXIM Agreement). If this EXIM Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this EXIM Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% one hundred percent (110% if the Dollar Equivalent is denominated in Foreign Currency100%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein All Obligations shall be also be secured by the Australian Security and shall at Guarantee and any and all times continue other security agreements, mortgages or other collateral granted to be a first priority perfected Bank by Australian Borrower as security interest for the Obligations, now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein and in the Australian Security and Guarantee or other collateral granted to Bank by Australian Borrower as security for the Obligations, now or in the future (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement and the Australian Security and Guarantee is terminated, Bank shall terminate the security interest granted herein and in the Australian Security and Guarantee upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.”

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2018-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2018-B Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2018-B Exchange Note Collection Account. The Grant of the 2018-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2018-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2018-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2018-B Exchange Note Collection Account or with respect to the 2018-B Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2018-B Exchange Note as provided in the 2018-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2018-B Exchange Note Supplement for the benefit of the 2018-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2018-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2018-B Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). This Agreement may be terminated by Borrower’s delivery to Bank of a written termination notice which shall be effective at the end of the second Business Day after Borrower’s receipt thereof. Borrower’s power to draw credit under Bank Services Agreements may be terminated by Borrower’s delivery of a written termination notice to Bank which shall be effective upon receipt. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied paid in full, and at such time Bank shalltime, at BorrowerBank’s sole cost and expense, terminate its security interest in the Collateral shall terminate and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied paid in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein shall terminate upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. Bank shall use reasonable commercial efforts to inform Borrower what constitutes acceptable cash collateral with respect to all Bank Services Agreements in force and effect when Borrower delivers its written termination notice. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% of the Dollar Equivalent (or 110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bankto Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority under this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the general details thereof (and further details as may be required by Lender) and grant to Bank Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Lender. If this Agreement is terminated, BankLender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time Bank as Lender’s obligation to make Credit Extensions has terminated, Lender’s Lien in the Collateral shall automatically be released and terminated and all rights in the Collateral shall revert to Borrower, and Lender shall, at Borrower’s sole cost and expense, terminate its security interest enter into or provide any documentation reasonably requested by Borrower in order to evidence such release and termination of Lender’s Lien in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCollateral.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsSubject to the terms contained herein, warrantsBank agrees that the Liens granted to it hereunder in Third Party Equipment shall be subordinate to the Liens in Third Party Equipment of future lenders and lessors engaged in the business of providing equipment financing and leasing for Third Party Equipment; provided that such Liens are (i) permitted under clause (c) of the definition of Permitted Liens, and covenants that (ii) properly perfected as a valid “purchase money security interest” under applicable law. So long as no Event of Default has occurred and is continuing, Bank agrees to execute and deliver, at Borrower’s expense, such agreements and documents as may be reasonably requested in writing by Borrower and such equipment lender or equipment lessor from time to time which set forth the security interest granted herein lien subordination described in this Section 4.1 and are reasonably acceptable to Bank. Bank shall have no obligation to execute any agreement or document which would impose obligations, restrictions, or lien priority on Bank which are less favorable to Bank than those described in this Section 4.1. For purposes of clarity, such subordinations shall be of the priority of Bank’s Liens with respect to and not in right in payment in connection with such Third Party Equipment and shall at all times continue not otherwise limit Bank’s rights or remedies with respect to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankThird Party Equipment. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to EX-IM Eligible Foreign Accounts (as such term is defined in the EXIM Loan Agreement) is subject to and subordinate to the security interest granted to Bank in the EXIM Loan Agreement with respect to such EX-IM Eligible Foreign Accounts. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached to the Loan Agreement and all of New Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, New Borrower shall promptly notify Bank in a writing signed by New Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may 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 and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either any Bank Services AgreementBorrower or any other Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdiscretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue (subject to be the security interest granted in the Domestic Agreement) a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted to have superior priority to Bank’s security interest). If the Exim Agreement is terminated, Bank’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Exim Agreement, the Term Loan Agreement and the Domestic Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Exim Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has entered, and/or may the security interest created in the future enter, into Bank Services Agreements with Bank. Regardless this Exim Agreement in all of the terms Collateral (with the exception of any Bank Services AgreementExport-Related Accounts Receivable, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder Export-Related Inventory and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligationsExport-Related General Intangibles), except for Bank Services, are satisfied in full, is subject to and (b) this Agreement is terminated, Bank shall terminate subordinate to the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Servicesthe Domestic Agreement with respect to the Collateral and the security interest created in the Domestic Agreement with respect to Export-Related Accounts Receivable, if any. In Export-Related Inventory and Export-Related General Intangibles is subject to and subordinate to the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide security interest granted to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating this Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the 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 shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall at any time acquire a commercial tort claimclaim or claims involving claims in an amount, individually or in the aggregate, of at least $100,000, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrowers, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrowers fully satisfy their Obligations. If such termination is at Borrowers’ election, Borrowers shall jointly and severally pay to Bank, in addition to the payment of any other expenses or fees then owing under any Loan Document, a termination fee in an amount equal to one percent (1.0%) of the Revolving Line plus the outstanding principal amount of the Term Loan at such time provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditpledgors thereof.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsAll Obligations shall also be secured by the UK Charge Over Account and any and all other security agreements, warrantsmortgages or other collateral granted to Bank by Appian UK as security for the Obligations, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein and in the UK Charge Over Account (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement), except for Bank Services, are satisfied in full, and (by) this Agreement is and the UK Charge Over Account are terminated, Bank shall terminate the security interest granted herein and in the UK Charge Over Account upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein (subject to the security interest granted in the Exim Agreement) shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensCollateral. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Notwithstanding the event (a) all Obligations (other than inchoate indemnity obligations)foregoing, except for Bank Services, are satisfied it is expressly acknowledged and agreed that the security interest created in full, and (b) this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Exim Agreement) is terminated, Bank shall terminate subject to and subordinate to the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claimclaim in an aggregate amount in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to one hundred five percent (105% (110% if the Dollar Equivalent is denominated in Foreign Currency%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankLender a continuing subordinated security interest in the collateral described in Section 2 below (all of the personal property described in Section 2 is individually and collectively referred to in this Agreement as the "Collateral"), to secure the payment and performance in full of all repayment of the loans Lender has made to Borrower under (a) that certain Loan Agreement between Borrower and Lender dated March 1, 1998, as amended by that certain First Amendment to Loan Agreement dated as of June 11, 1999 and (b) that certain Loan Agreement between Borrower and Lender dated March 30, 1999 (including all renewals, extensions, modifications, or refinancings thereof), together with any and all other obligations now or in the future owing from Borrower to Lender (including future advances) (hereinafter collectively called the "Obligations") together with all costs, expenses and reasonable attorneys' fees incurred by Lender in the disbursement, administration and collection of the Obligations or the protection, maintenance, and liquidation of the Collateral. Borrower agrees not to sell the Collateral except in the ordinary course of Borrower's business and will not assign, transfer, pledge, grant a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired otherwise dispose of or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in encumber the Collateral subject only to Permitted Lienswithout Lender's prior written consent. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a The security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest interests in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If the Lender under this Agreement is terminatedshall be subordinate to and subject to any lien or security interest that Lehmxx Xxxthers, Bank’s Lien Inc. (the "Senior Creditor") may now or hereafter have in the Collateral shall continue as a result of any indebtedness (the "Senior Indebtedness") owed to the Senior Creditor. Unless and until the Obligations (other than inchoate indemnity obligations) are Senior Indebtedness has been satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate the Lender agrees that it will not in any way enforce its security interest in the Collateral or interfere with the Senior Creditor's security interest in the Collateral without the prior written consent of the Senior Creditor. The Lender agrees from time to time to execute and all rights therein shall revert deliver subordination agreements or such other documents, in form and substance mutually acceptable to Borrower. In , Lender and the event (a) all Obligations (other than inchoate indemnity obligations)Senior Creditor, except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate as the Senior Creditor may reasonable request to subordinate the security interest granted herein upon Borrower providing cash collateral acceptable in this Agreement to Bank the Senior Creditor's security interest in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCollateral.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full MI of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensCollateral. If Borrower shall at any time time, acquire a commercial tort ton claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Advances has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Notwithstanding anything in this Section 4.1 to the event (a) all Obligations (other than inchoate indemnity obligations)contrary, except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the grant of a security interest granted herein upon Borrower providing cash collateral acceptable shall not extend to Bank in its good faith business judgment for Bank Services, if any. In and the event such Bank Services consist of outstanding Letters of Credit, Borrower term Collateral shall provide to Bank cash collateral in an amount equal to 105% not include more than sixty-five percent (110% if the Dollar Equivalent is denominated in Foreign Currency65%) of the Dollar Equivalent issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other than the face amount United States or any state or territory thereof or the District of all such Letters of Credit plus all interest, fees, and costs due Columbia if to do so would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 (or to become due in connection therewith (as estimated by Bank in its good faith business judgmentany successor statute), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest interests granted herein shall be are and shall at all times continue to be a first priority perfected security interest interests in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. This Agreement may be terminated prior to the Revolving Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c). If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to 2.0% of the Maximum Revolving Line if termination occurs on or before the first anniversary of the September 2010 Amendment Effective Date, and 1.0% of the Maximum Revolving Line if termination occurs after the first anniversary of the September 2010 Amendment Effective Date; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2019-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2019-B Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2019-B Exchange Note Collection Account. The Grant of the 2019-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2019-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2019-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2019-B Exchange Note Collection Account or with respect to the 2019-B Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2019-B Exchange Note as provided in the 2019-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2019-B Exchange Note Supplement for the benefit of the 2019-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2019-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2019-B Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaims (as defined in the Code) having a value in excess of One Hundred Thousand Dollars ($100,000.00) individually or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate, Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to BankCollateral Agent’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank Collateral Agent shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is for Letters of Credit denominated in a Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations (other than those arising under any warrants issued by Borrower to Bank), a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any obligations arising under any warrants issued by Borrower to Bank) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any obligations arising under any warrants issued by Borrower to Bank) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankLender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Lender’s Lien pursuant to the terms of this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the general details thereof (and further details as may be required by Lender) and grant to Bank Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Lender. If this Agreement is terminated, BankLender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as Lender’s obligation to make Credit Extensions has terminated, Lender shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations)[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except for Bank ServicesMARKED BY BRACKETS, are satisfied in fullHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditAS AMENDED.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. All Obligations shall also be secured by the Irish Debenture and any and all other security agreements, mortgages or other collateral granted to Collateral Agent by Borrower represents, warrants, and covenants that as security for the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest Obligations now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted by the terms of this Agreement to have superior priority to BankCollateral Agent’s Lien in this (including, Collateral Agent’s Lien pursuant to the Irish Debenture, the IP Agreement and the US Pledge Agreement, to the extent that they are deemed to have priority to the Liens created hereunder)). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank Collateral Agent shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has entered, and/or may the security interest created in this Agreement only with respect to EX-IM Eligible Foreign Accounts (as such term is defined in the future enter, into Bank Services Agreements with Bank. Regardless of EXIM Loan Agreement) is subject to and subordinate to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest granted to Bank in the Collateral granted herein (subject only EXIM Loan Agreement with respect to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)such EX-IM Eligible Foreign Accounts. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Agent, for the ratable benefit of the Lenders, a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached hereto and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted pursuant to the terms of the Loan Agreement to have superior priority to Agent’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, New Borrower shall promptly notify Bank Agent in a writing signed by New Borrower of the general details thereof and grant to Bank Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to BankAgent. New Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower further covenants and agrees that any amounts Borrower owes Bank thereunder by its execution hereof it shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have provide all such Obligations secured information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Agent that are reasonably deemed necessary by the Agent in order to grant and continue a valid, first priority perfected security interest to Agent, for the ratable benefit of the Lenders, in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of the Loan Agreement to have superior priority to BankAgent’s Lien in this under the Loan Agreement). If this Agreement is terminatedNew Borrower hereby authorizes Agent, Bankon behalf of the Lenders, to file financing statements, without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Agent’s Lien in and Lenders’ interest or rights under the Loan Agreement. Such financing statements may indicate the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and as “all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) assets of the Dollar Equivalent Debtor” or words of the face amount similar effect, or as being of an equal or lesser scope, or with greater detail, all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditAgent’s discretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with unless Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(b). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one percent (1.00%) of the Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. In addition to and without limiting the foregoing, all Obligations shall also be secured by the Australian Mortgage Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower representsas security for the Obligations, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by (a) the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement), (b) the Australian Mortgage Debenture, and (c) any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein and in the Australian Mortgage Debenture upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% one hundred five percent (110% if the Dollar Equivalent is denominated in Foreign Currency105.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank Collateral Agent in a writing signed by Borrower of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender in such writing a security interest therein and in the proceeds thereofthereof to secure the payment and performance in full of all of the Obligations, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has enteredNotwithstanding the foregoing, and/or may in the future enterevent that Borrower closes a Qualified Financing, into Bank Services Agreements with Bank. Regardless the Collateral Agent, and each Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower; provided that in connection with, and from and after, the consummation of such Qualified Financing, Borrower shall grant to Collateral Agent, for the ratable benefit of the terms Lenders, and to each Lender, to secure the payment and performance in full of any Bank Services Agreementall of the Obligations, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed a continuing security interest in, and pledge to be Obligations hereunder Collateral Agent, for the ratable benefit of the Lenders, and that it is the intent of Borrower and Bank to have all such Obligations secured by the each Lender a first priority perfected security interest in favor of the Collateral granted herein Lenders, not avoidable under applicable solvency or bankruptcy laws, in a certificate of deposit maintained at SVB in otherwise unrestricted and unencumbered funds in the minimum amount of the aggregate outstanding Obligations from time to time (subject only the “CD”). The release of Lenders’ Lien hereunder may be delayed to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)take into consideration any applicable preference periods under bankruptcy laws. If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, the Collateral Agent, and each Lender shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankIn addition to any liens, pledges or security interests in the Collateral granted pursuant to the other Security Documents, to secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached to the Loan Agreement and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that that, upon the filing of appropriate financing statements, continuation statements or other appropriate filings, the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that expressly or by operation of law have superior priority to Bank’s Lien in this Agreement). Notwithstanding the foregoing, Bank’s security interest in the assets of New Borrower securing the Obligations of New Borrower to Bank under the Loan Agreement shall be junior and subordinate to Bank’s security interest in the assets of New Borrower securing the Obligations of Borrower under the Senior Loan Agreement (as defined in the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that following written notice from Bank, it previously has enteredshall provide all such information, and/or may 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 and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements or any other applicable filings, into Bank Services Agreements without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either Borrower or any Bank Services Agreementother Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement)discretion. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) accordance with Section 4.1 of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditLoan Agreement.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations, any other obligations that, by their terms, are to survive the termination of this Agreement, and obligations under Bank Services Agreements which are cash collateralized or for which other arrangements have been made that are satisfactory to Bank in its sole and absolute discretion) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations, any other obligations that, by their terms, are to survive the termination of this Agreement, and obligations under Bank Services Agreements which are cash collateralized or for which other arrangements have been made that are satisfactory to Bank in its sole and absolute discretion) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations, any other obligations that, by their terms, are to survive the termination of this Agreement, and obligations under Bank Services Agreements which are cash collateralized or for which other arrangements have been made that are satisfactory to Bank in its sole and absolute discretion), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if anyherein. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then one hundred three percent (103.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then one hundred five percent (105.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants shall maintain (i) a deposit account with Bank, (ii) one or more certificates of deposit issued by Bank, or (iii) other mutually acceptable forms of property in an amount equal to secure or greater than 100 percent of the payment and performance in full aggregate face amount of all outstanding Letters of Credit. Such deposit account, certificates or certificates of deposit and property, together with all proceeds thereof, interest paid thereon, and substitutions therefor, and all accounts, securities, instruments, securities entitlements and financial assets arising out of any of the Obligationsforegoing, including without limitation Account No. xxxxx maintained with Bank and one or more accounts maintained by Monarch Funds, shall constitute the "Collateral". Borrower grants and pledges to Bank a continuing security interest in, in all presently existing and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arisingarising Collateral, in order to secure prompt repayment of any and all Obligations. Borrower authorizes Bank to execute and/or file such documents, and all proceeds and products thereof. Borrower representstake such actions, warrants, and covenants that the security interest granted herein shall be and shall at all times continue as Bank determines reasonable to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate perfect its security interest in the Collateral. Such security interest constitutes a valid, first priority security interest in the Collateral, and will constitute a valid, first priority security interest in Collateral and all rights therein shall revert to Borroweracquired after the date hereof. In Upon maturity of the Collateral in accordance with its terms, or in the event (a) all Obligations (other than inchoate indemnity obligations)the Collateral otherwise becomes payable during the term of this Agreement, except such maturing Collateral may be presented for payment, exchange, or otherwise marketed by Bank Serviceson behalf of Borrower and the proceeds therefrom used to purchase a certificate of deposit issued by Bank in which Bank has a first priority security interest, are satisfied in fullprovided that, and (b) this Agreement as long as an Event of Default is terminatednot then continuing, Bank shall terminate pay such proceeds to Borrower as long as the aggregate value of the Collateral that remains in an account with Bank or an Affiliate of Bank in which Bank retains a first priority security interest granted herein upon Borrower providing cash collateral acceptable is at least equal to Bank in its good faith business judgment for Bank Services, if any. In 100% of the event such Bank Services consist aggregate face amount of the outstanding Letters of Credit. Subject to the preceding sentence, Borrower Bank shall provide to Bank cash retain such successor collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of Collateral securing the Obligations relating to such Letters of Creditfor so long as any Obligations are outstanding.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s or each Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) greater than Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bankthe Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bankthe Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to the Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower shall promptly notify Bank the Lender in a writing signed by Borrower of the general details thereof (and further details as may be reasonably required by the Lender) and grant to Bank the Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Lender. If this Agreement is terminated, Bankthe Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are satisfied repaid in full. Upon payment in full of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time Bank as the Lender’s obligation to make Credit Extensions has terminated, the Lender shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Upon any sale, lease, transfer or other disposition of any item of Collateral of any Borrower or Guarantor not prohibited by the event (a) all Obligations (other than inchoate indemnity obligations)terms of the Loan Documents, except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate or upon the effectiveness of any consent to the release of the security interest granted herein hereby in any Collateral pursuant to this Agreement, or upon the release of any Borrower providing cash collateral acceptable to Bank in or any Guarantor from its good faith business judgment for Bank Servicesobligations under this Agreement or the applicable Guaranty, if any. In , in accordance with the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) terms of the Dollar Equivalent Loan Documents, the Lender will, at such Borrower’s or Guarantor’s sole cost and expense, execute and deliver to such Borrower or Guarantor such documents as such Borrower or Guarantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Borrower or Guarantor shall have delivered to the Lender, at least ten (10) Business Days’ prior to the date of the face amount proposed release, a written request for release describing the item of all such Letters Collateral, together with a form of Credit plus all interest, feesrelease for execution by the Lender, and costs due or to become due in connection therewith (such other information as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditLender may reasonably request.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Notwithstanding anything to the contrary in this Agreement, the Swedish Borrower is not granting any security interests in its assets or property located in Sweden on the Effective Date (other than the pledge of its Shares in US Borrower and Cayman Borrower), provided that it is affirmatively agreed that the Swedish Borrower is granting hereby a security interest in its Intellectual Property and is granting a security interest in any cash that it holds in Collateral Accounts at institutions located in the United States. Lenders and Borrower hereby agree that the enforcement of Lenders’ security interest under this Agreement in the assets of the Swedish Borrower shall not require any enforcement order, including without limitation through a Swedish public court judgment or by the Swedish Enforcement Authority (“Enforcement Order”) and Borrower shall not object to the enforcement of Lenders’ security interest under this Agreement in the assets of the Swedish Borrower, regardless of where such assets may be located, on the basis that an Enforcement Order was not obtained. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Without limiting the provisions of the foregoing and in furtherance thereof, Irish Borrower has entered into the Debenture that is part of the Irish Security Documents and the Swedish Share Pledge, Swedish Borrower has entered into the Cayman Share Pledge and the Security Deed that is part of the Irish Security Documents, and the Cayman Borrower has entered into the Cayman Security Documents. Borrower acknowledges agrees that, within 30 days after the date hereof, it will either (i) cause Swedish Borrower to enter into the Swedish Security Document and to take all actions necessary, including, without limitation, causing proper recordation of the Swedish Security Document in Sweden and paying all stamp duties and other costs attendant thereto, or (ii) present to the Lenders a written plan acceptable to the Lenders in their sole discretion to have Swedish Borrower enter into an exclusive, perpetual, worldwide written license agreement or a sale agreement with Borrower licensing or selling to the US Borrower all Intellectual Property owned by Swedish Borrower. Provided that it previously has enteredsuch plan is acceptable to the Lenders in their sole discretion, and/or may Borrower will then have 60 days following the approval of such plan by the Lenders to enter into such license agreement or to transfer all Intellectual Property owned by the Swedish Borrower to the US Borrower in the future enter, into Bank Services Agreements accordance with Bank. Regardless of the terms of any Bank Services such sale agreement (the last day of such 60 day period to be not later than the 90th day after the date of this Agreement), the terms and conditions of which shall be satisfactory to the Lenders in their sole discretion. If Borrower agrees that any amounts Borrower owes Bank thereunder is unable or fails to enter into such license agreement or effectuate such sale and transfer within such 60 day period it shall be required to comply with the terms of subsection (i) of this paragraph within such 60 day period. Failure to comply with the foregoing shall be deemed to be Obligations hereunder an Event of Default under this Agreement. Until such time as Borrower has complied with either subsection (i) or entered into a license agreement or effectuated such sale and that it is transfer complying with subsection (ii) of this paragraph, and notwithstanding anything to the intent contrary set forth in any of the Loan Documents, Borrower shall maintain at all times in U.S. Collateral Accounts owned by the U.S. Borrower and Bank to have all such Obligations secured by the first priority perfected security interest Irish Borrower, in the Collateral granted herein (subject only aggregate, an amount of cash and Cash Equivalents equal to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)150% of the outstanding principal balance of the Term Loans. If this Agreement is terminated, BankCollateral Agent’s Lien and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower Co-Borrowers hereby grants grant Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Each Co-Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees Co-Borrowers agree that any amounts Borrower owes Co-Borrowers owe Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower Co-Borrowers and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations or other obligations which, by their terms, survive termination of this Agreement) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Co-Borrowers, terminate release its security interest Liens in the Collateral and all rights therein shall revert to BorrowerCo-Borrowers. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations and other obligations which, by their terms, survive termination of this Agreement), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower Co-Borrowers providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practices for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower Co-Borrowers shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. US Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. All Obligations are also secured by the UK Security Documents and any and all other security agreements, mortgages, or other collateral granted to Bank by a Co-Borrower representsor Guarantor as security for the Obligations, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest now or in the Collateral subject only future as required pursuant to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Loan and Security Agreement, with such writing to be in form and substance satisfactory to Bank. Each Co-Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees Co-Borrowers agree that any amounts Borrower owes Co-Borrowers owe Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower Co-Borrowers and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein by the US Borrower only and in the UK Security Documents by the UK Borrower only (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied irrevocably repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Co-Borrowers, release any guarantee and indemnities, terminate its security interest and release its Liens in the Collateral and all rights therein shall revert to BorrowerCo-Borrowers including but not limited to the release and/or discharge of any security or any other claim over any assets, business or shares (or equivalent) and issue certificates of non-crystallization, to the extent required. The Bank shall co-operate and do all such things and enter into and execute all such deeds, documents, memoranda, agreements or instruments, return any title documents, terminate any powers of attorney, perform all formalities and provide any consents as may be necessary to give effect to the provisions of any release in relation to this Agreement, the UK Security Documents and any other document relating to such release. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein and in the UK Security Documents upon Borrower Co-Borrowers providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, US Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, provided, that solely with respect to Borrower’s Intellectual Property, such security interest shall not be effective unless or until an IP Lien Event has occurred. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that may have priority to Bank’s Lien to the extent permitted under this Agreement. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower Each Dealer hereby grants Bank, to secure TCFC a continuing security interest in all of the Collateral of such Dealer as security for the payment and performance in full of all Liabilities to TCFC (including without limitation all liabilities of MarineMax and each other Dealer) presently existing or hereafter arising or created and whether arising directly or by assignment. Such security interest shall continue in all Collateral notwithstanding any payment for Liabilities to TCFC, in part or whole. Any lien granted to TCFC in any Collateral by any Dealer shall continue in such Collateral and the proceeds thereof upon a sale, exchange, consignment or other transfer or disposition of such Collateral to MarineMax or any other Dealer, and no purchase of Collateral by MarineMax from any Dealer or any purchase of any Collateral from any other Dealer shall be deemed, as to TCFC, to be in the ordinary course of business, and any contrary provision of Section 9-306 or 9-307 of the ObligationsUCC or any similar provisions of any other applicable law are hereby expressly waived by Dealer in favor of TCFC. With respect to any Collateral purchased by or transferred to MarineMax from any Dealer MarineMax shall take or purchase any such Collateral subject to the liens of TCFC in such Collateral, a continuing provided however, that TCFC's lien and security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be extinguished in Accounts due to a Dealer from a manufacturer or Seller which are transferred or sold by a Dealer to an Affiliate of such Dealer, except for such Accounts which are part of the Borrowing Base in which case they shall remain subject to TCFC's lien in such Accounts. TCFC's lien and shall at all times continue to be a first priority perfected security interest in Accounts consisting of retail installment contracts shall automatically be extinguished upon the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claimpurchase of such retail installment contracts by retail finance providers, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof but such lien and grant to Bank in such writing a security interest therein and shall continue in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditAccounts.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges and assigns to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants that the security interest granted herein (subject to the security interest granted in the Domestic Agreement) shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensCollateral. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Exim Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Exim Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time this Exim Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Notwithstanding the event foregoing, it is expressly acknowledged and agreed that the security interest created in this Exim Agreement in all of the Collateral (a) all Obligations (other than inchoate indemnity obligationswith the exception of Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles), except for Bank Services, are satisfied in full, is subject to and (b) this Agreement is terminated, Bank shall terminate subordinate to the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Servicesthe Domestic Agreement with respect to the Collateral and the security interest created in the Domestic Agreement with respect to Export-Related Accounts Receivable, if any. In Export-Related Inventory and Export-Related General Intangibles is subject to and subordinate to the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide security interest granted to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating this Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim with a reasonably anticipated value in excess of Fifty Thousand Dollars ($50,000.00), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if i) one hundred five percent (105.0%) of the Dollar Equivalent is face amount of all such Letters of Credit denominated in Foreign CurrencyDollars, and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency, plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. All Obligations shall also be secured by the Irish Debenture and any and all other security agreements, mortgages or other collateral granted to Collateral Agent by Borrower represents, warrants, and covenants that as security for the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest Obligations now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower Xxxxxxxx agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted by the terms of this Agreement to have superior priority to BankCollateral Agent’s Lien in this (including, Collateral Agent’s Lien pursuant to the Irish Debenture, the IP Agreement and the US Pledge Agreement, to the extent that they are deemed to have priority to the Liens created hereunder)). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank Collateral Agent shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (provided that the Collateral may be subject only to Permitted Liens). If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) that exceeds Five Hundred Thousand Dollars ($500,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general DMS 22658613.97 details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time Bank as the Lenders’ obligation to make Credit Extensions under this Agreement has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and upon request of Bank grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations in cash. Upon payment in full in cash of the Obligations (except for contingent indemnification obligations for which no claim has been made) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this EXIM Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this EXIM Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this EXIM Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Notwithstanding the event foregoing, it is expressly acknowledged and agreed that the security interest created in this EXIM Agreement in all of the Collateral (awith the exception of Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, is subject to and (b) this Agreement is terminated, Bank shall terminate subordinate to the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Servicesthe Domestic Agreement and the security interest created in the Domestic Agreement with respect to such Export-Related Accounts Receivable, if any. In Export-Related Inventory and Export-Related General Intangibles is subject to and subordinate to the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide security interest granted to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating this EXIM Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and any Export-Related General Intangibles.

Grant of Security Interest. Borrower Each Guarantor hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower Each Guarantor acknowledges that it Borrower previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower each Guarantor agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder under the Loan Agreement and that it is the intent of Borrower Borrower, each Guarantor and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to free and clear of all Liens except for Permitted Liens that may have superior priority to Bank’s Lien in this AgreementLiens). If this Agreement Guarantee is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations for which no claim has been asserted) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations for which no claim has been asserted) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of each Guarantor, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrowereach Guarantor. In the event (a) all Obligations (other than inchoate indemnity obligationsobligations for which no claim has been asserted), except for Bank Services, are satisfied in full, and (b) this Agreement Guarantee is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, In order to secure the payment and performance in full by SHS of all present and future indebtedness and obligations of SHS 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, the payment of all interest and finance charges accrued thereon and all fees, charges and expenses hereunder in respect thereof, SHS hereby grants to TFC a security interest in all of its right, title and interest in and to each Manufactured Home with respect to which an Advance shall have been made hereunder or which shall be included in the determination of the Obligations, a continuing security interest in, and pledges to BankNew Borrowing Base, the CollateralUsed Borrowing Base or the Rental Borrowing Base, wherever located, whether in which SHS now owned or hereafter acquired has rights, including, but not limited to, installed or arisingrelated appliances or products therein; all present and future attachments, accessories and accessions thereto; all spare parts, replacements, substitutions and exchanges therefor; all trade-ins relating to such inventory; all fixtures in respect thereof; all rights of SHS under any MH Servicing Agreement with respect thereto; all rights of SHS under any MH SHS Homesite Lease with respect thereto; all MH Consumer Lease Agreements with respect thereto (together with any security deposits with respect thereto relating to such Manufactured Homes); all rights of SHS with respect to MH Consumer Lease Agreement Payments with respect thereto (provided, however, that, pursuant to the MH Servicing Agreements, the application of rental payments from MH Consumer Lessees of Rented Manufactured Homes constituting Collateral to the payment of MH Consumer Lease Agreement Payments under their respective MH Consumer Lease Agreements shall be junior and subordinate to the application of such rental payments to the payment of homesite rent in respect of such Rented Manufactured Homes to the applicable MH Community Homesite Lessors under their respective MH SHS Homesite Leases and the payment to or reimbursement of the MH Community Homesite Lessors for their respective costs and expenses in providing servicing to SHS under their respective MH Servicing Agreements for such Rented Manufactured Homes); all recourse to and rights of indemnification of SHS from MH Community Homesite Lessors in respect of any such Manufactured Home, any MH SHS Homesite Lease with respect thereto and/or any MH Servicing Agreement with respect thereto; all rights of SHS under each Marketing and Sales Agreement between a MH Community Homesite Lessor and SHS (as amended from time to time, individually a "MSA" and, collectively, the "MSAS") with respect thereto; and all proceeds and products thereof. Borrower represents, warrants, and covenants that of any of the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest foregoing (including proceeds in the form of goods, accounts, chattel paper, documents, instruments, deposit accounts and/or general intangibles) (collectively, the "GENERAL COLLATERAL"). The PM Collateral subject only and the General Collateral are referred to Permitted Liensherein, collectively, as the "COLLATERAL." For the avoidance of doubt, the General Collateral shall include the PM Collateral. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank All of terms used in a writing signed by Borrower this Section 16 for which meanings are provided in the Uniform Commercial Code of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms State of this Agreement, Rhode Island are used herein with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditmeanings.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations or other obligations which by their terms survive the termination of this Agreement) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which by their terms survive the termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations or other obligations which by their terms survive the termination of this Agreement), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one percent (1%) of the Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the 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 shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall at any time acquire a commercial tort claimclaim or claims involving claims in an amount, individually or in the aggregate, of at least $100,000, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrowers, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c) . Notwithstanding any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminatedtermination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrowers fully satisfy their Obligations. If such termination is at Borrowers’ election, Borrowers shall jointly and severally pay to Bank, in addition to the payment of any other expenses or fees then owing under any Loan Document, a termination fee in an amount equal to one percent (1.0%) of the Revolving Line plus the outstanding principal amount of the Term Loan at such time provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditpledgors thereof.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensLiens that are permitted to have priority over Bank’s Liens hereunder. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it may have previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted to have superior priority to over Bank’s Lien in this AgreementLiens hereunder). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% one hundred two percent (110% if the Dollar Equivalent is 102.0%) for Letters of Credit denominated in Foreign CurrencyDollars and one hundred five percent (105.0%) for Letters of Credit denominated in a currency other than Dollars, in each case of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless The grant of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in and pledge by Borrower contained herein is without limitation on any security interest granted by Borrower under any other Loan Document and without limitation on the Collateral security interests granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in by Borrower under the Prior LSA, which security interests granted under the Prior LSA shall continue, uninterrupted, as amended and restated by this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, Bank a continuing security interest inin all presently existing and later acquired Collateral to secure all Obligations and performance of each of Borrower's duties under the Loan Documents. Except for Permitted Liens, and pledges to Bank, any security interest will be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Notwithstanding the foregoing, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be does not extend to and shall at all times continue the term "Collateral" does not include any license or contract rights to be the extent (i) the granting of a first priority perfected security interest in the Collateral subject it would be contrary to applicable law, or (ii) that such rights are nonassignable by their terms (but only to Permitted Liensthe extent such prohibition is enforceable under applicable law, including, without limitation, Section 9318(4) of the Code) without the consent of the licensor or other party (but only to the extent such consent has not been obtained). If Borrower shall at any time acquire a commercial tort claimExcept as disclosed on the Schedule, Borrower shall promptly notify Bank in is not a writing signed by licensee under, nor is bound by, any license agreement for which the failure to maintain such license could have a Material Adverse Change on Borrower's financial condition or business and that prohibits or otherwise restricts Borrower of the general details thereof and grant to Bank in such writing from granting a security interest therein in Borrower's interest in such license or agreement or any other property. Notwithstanding the foregoing, the security interest granted herein does not extend to and in the proceeds thereofterm "Collateral" does not include any Equipment leased to Borrower pursuant to those certain lease financing transactions more particularly described on the Schedule. Notwithstanding the security interests granted herein, all upon nothing set forth herein is intended to, nor shall constitute, an assignment of Borrower's obligations, including any obligations to perform, under any contracts between Borrower and its customers and or clients, provided that subject to the terms foregoing provisions of this AgreementSection 4.1, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected a security interest in all such contract rights as part of the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)"Collateral". If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, 's lien and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon will continue until Borrower providing cash collateral acceptable to Bank in fully satisfies its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditObligations.

Grant of Security Interest. Borrower Debtor hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Debtor’s duties under the Guaranty and in connection with Bank Services, a continuing security interest in, and pledges and assigns to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, Debtor warrants and covenants represents that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensLiens that are permitted to have priority over Bank’s Liens hereunder. If Borrower Debtor shall at any time acquire a commercial tort claim, Borrower Debtor shall promptly notify Bank in a writing signed by Borrower Debtor of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower Debtor acknowledges that it may have previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower Debtor agrees that any amounts Borrower Debtor owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower Debtor and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)herein. If this Agreement is terminated, Bank’s Lien lien and security interest in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at BorrowerDebtor’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to BorrowerDebtor. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall promptly, at Debtor’s sole cost and expense, terminate the security interest granted herein upon Borrower Debtor providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s or each Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) greater than Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Confidential Treatment Requested by Puma Biotechnology, Inc. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each Lender shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. Upon payment in full in Cash of the Obligations (other than inchoate indemnity obligations) and at such time as each Lender’s obligations to make Credit Extensions has terminated, Collateral Agent and each Lender, shall, at Borrower’s sole cost and expense and at Borrower’s written request, take such action reasonably requested by Borrower in order to cause such Liens to be terminated of record (including filing UCC-3 or similar termination statements with respect to such Liens) and all rights therein shall revert to Borrower. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankAgent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankAgent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Lenders’ Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the general details thereof and grant to Bank Agent and Lenders in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, Bank’s Lenders’ Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time Bank as Lenders’ obligation to make Credit Extensions has terminated, Lenders shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankAgent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankAgent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsFor clarity, warrants, and covenants that any reference to “Agent’s Lien” or any granting of collateral to Agent in this Agreement or any Loan Document means the security interest Lien granted herein shall be and shall at all times continue to be a first priority perfected security interest in Agent for the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ratable benefit of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankLenders. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with BankSVB. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank SVB thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank SVB to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein and the first ranking charges granted under the Debentures (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to BankAgent’s Lien in this Agreement), and by any and all other security agreements, mortgages or other collateral granted to Agent by Borrower as security for the Obligations, now or in the future. If this Agreement is terminated, BankAgent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral (and provide a payoff letter and other reasonably requested termination documents and filings) and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is and the Debentures are terminated, Bank Agent shall terminate the security interest granted herein and the charges granted under the Debentures (in each case, including by the delivery of a payoff letter and other terminations and releases reasonably requested from time to time by Borrower, in each case at the sole cost and expense of Borrower) upon Borrower providing to SVB cash collateral acceptable to Bank SVB in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank SVB cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank SVB in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankLender, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted Liens. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Without prior consent from Lender, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as reasonably Lender requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future. If the Agreement is terminated, Lender’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations under the Loan Documents (excluding any unmatured indemnity or similar obligations that survive the termination of this Agreement or the other Loan Documents). If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the general brief details thereof and grant to Bank Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditLender.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank's Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim or claims which in the aggregate exceed $25,000, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of 's obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c). Notwithstanding any Bank Services Agreementsuch termination, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder Bank's lien and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower's election, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to 1.50% of the Maximum Dollar Amount if termination occurs on or before the first anniversary of the Effective Date, and 0.50% of the Maximum Dollar Amount if termination occurs after the first anniversary of the Effective Date and on or before the second anniversary of the Effective Date; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank's obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankAgent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankAgent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsFor clarity, warrants, and covenants that any reference to “Agent’s Lien” or any granting of collateral to Agent in this Agreement or any Loan Document means the security interest Lien granted herein shall be and shall at all times continue to be a first priority perfected security interest in Agent for the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ratable benefit of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankLenders. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with BankSVB. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank SVB thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank SVB to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (herein, and by any and all other security agreements, mortgages or other collateral granted to Agent by Borrower and/or Guarantor as security for the Obligations, now or in the future. The Collateral may also be subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Liens. If this Agreement is terminated, BankAgent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank Agent shall terminate the security interest granted herein upon Borrower providing to SVB cash collateral acceptable to Bank SVB in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank SVB cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank SVB in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to Bank, in the Collateral, wherever located, whether now owned or hereafter acquired or arising, Collateral and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue to be a perfected first priority perfected security interest in the Filing Collateral (which security interest shall be perfected by the filing of any financing statements required by the Code) and in the Domestic Collateral Accounts (which security interest shall be perfected by “control” pursuant to Section 9104 or Section 9106 of the Code, as applicable), subject only to Permitted Liens. Borrower agrees that any disposition of the Collateral in violation of this Agreement, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. If the Agreement is terminated, Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time acquire time, file a commercial tort claimclaim in any court where the amount of damages claimed exceeds $500,000, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until EXECUTION COPY Once the Obligations have been indefeasibly paid in full (other than inchoate indemnity obligations) are satisfied or otherwise performed in fullfull and Bank’s obligations to provide Credit Extensions hereunder have terminated, and at such time Bank shall, at Borrower(i) Bank’s sole cost and expense, terminate its security interest in the Collateral and shall automatically terminate, (ii) all rights therein to the Collateral shall automatically revert to Borrower and (iii) Bank shall promptly return any pledged Collateral to Borrower, or to the Person or Persons legally entitled thereto, and shall promptly endorse, execute, deliver, record and file all financing statements, reconveyances, instruments and documents, and do all other acts and things, reasonably required for the return of the Collateral to Borrower, or to the Person or Persons legally entitled thereto, and to evidence or document the release, reconveyance and termination of Bank’s interests arising under this Agreement, all as reasonably requested by, and at the expense of, Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied Bank’s Lien on any Collateral sold or otherwise transferred by Borrower in full, and (b) a transaction which is not a Default or Event of Default under this Agreement is terminatedshall terminate effective upon such sale or other transfer. Upon such termination or Bank’s release of any Collateral prior to indefeasible payment or performance in full of the Obligations, Bank shall execute and deliver to Borrower (or to a party designated by Borrower) such documents as may be appropriate to confirm such termination or release, including documents necessary to reconvey interests in real property, terminate financing statements or to evidence the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% release (110% if the Dollar Equivalent is denominated in Foreign Currencyor partial release) of Collateral under financing statements filed under the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCode.