Common use of Security Interest Clause in Contracts

Security Interest. The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.

Security Interest. The due (a) As security for the payment and punctual payment performance of any and all of the principal of, premium (if any) Indebtedness and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations and covenants of the Issuers Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any Guarantors time or times hereafter be owing by the Borrower to the Holders Lender, the Borrower hereby pledges to the Lender and gives the Lender a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of the Borrower in and to the Collateral, whether now owned or hereafter acquired by the Trustee Borrower, wherever located. As further assurance for the payment and performance of the Indebtedness, Borrower hereby assigns to Lender all sums, including returned or unearned premiums, which may become payable under any policy of insurance on the Collateral, and Borrower hereby directs each insurance company issuing any such policy to make payment of such sums directly to Lender, subject to prior interests noted in this Agreement. (b) Except as herein or by applicable law otherwise expressly provided, the Lender shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any rights therein against prior parties, and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and Borrower agrees to take such steps. In any case the terms Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) Collateral or rights therein as the same Borrower may have reasonably requested the Lender to take and the Lender's omission to take any action not requested by the Borrower shall not be in effect deemed a failure to exercise reasonable care. No segregation or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as specific allocation by the Trustee and as the Priority Lender of specified items of Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each against any liability of the Issuers consents and agrees, and Borrower shall waive or affect any Guarantor will consent and agree, to be bound by the terms security interest in or Lien against other items of Collateral or any of the Security DocumentsLender's options, as the same powers or rights under this Agreement or otherwise arising. (c) The Lender may be in effect at any time and from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver with or without notice to the Trustee copies Borrower, (i) transfer into the name of all documents delivered the Lender or the name of the Lender's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to the Priority Collateral Trustee pursuant Lender of any amounts due or to become due thereon and (iii) receive and after a default direct the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions disposition of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit proceeds of this Indenture and of the Notesany Collateral. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.45.2

Security Interest. The due and punctual payment As of the principal of, premium (if any) date of the Loan Agreement as security to ensure the full and interest, if any, ontimely repayment of the Loan Amount, the Notes when Founder hereby creates and grants to the Subsidiary for its benefit, and its successors and assigns, a security interest in the shares held by the Founder in Exxx Xxxxx Holdings Ltd. The shares subject to the security interest are referred to as the same “Pledged Founder Shares”. In the event of any default in repayment of the Loan Amount, the Subsidiary shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations entitled to take possession of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (includingPledged Founder Shares and, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agreePledged Founder Shares only, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, exercise any and all actions reasonably required rights afforded to cause a secured party under any applicable law. In furtherance of the Security Documents to create and maintainabove, the Pledged Founder Shares shall be stamped with a legend, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for date hereof, stating that such securities have been pledged to the benefit of the Holders Subsidiary. In addition, the Founder undertakes to execute any document required to register the pledge of the NotesPledged Founder Shares with the Israeli Registrar of Pledges. The Subsidiary hereby represents, holders warrants and agrees that in the event that the Loan Amount will not be repaid in full for any reason whatsoever, the Subsidiary’s sole remedy shall be the foreclosure upon the Pledged Founder Shares. The Subsidiary hereby irrevocably waives any and all other rights it may have both in law and equity with respect to any default in repayment of other Priority Lien Obligationsthe Loan Amount (“Default”), and releases and forever discharges the Founder from any and all actions, causes of action, suits, debts, dues, claims, liabilities, complaints and demands whatsoever, however referred to and of any kind and/or nature, both in law and equity, with respect to such Default, except with respect to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsPledged Founder Shares.”

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers and any the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) ), and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with their terms its terms, and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to and the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and Guarantors will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers and the Guarantors will take, and will cause any Guarantors to take, take any and all actions reasonably required under the Security Documents to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected First Priority Lien in and on all the Collateral (subject to the Intercreditor Agremeent), in favor of the Priority Collateral Trustee Agent for the benefit of itself, the Trustee and the Holders of the Notes, holders of other Priority Lien Obligations, superior to and prior to the extent required byrights of all third Persons and subject to no Liens, and with the Lien priority required underin each case, the Secured Debt Documentsother than Permitted Liens (excluding Permitted Liens described in Section 4.12(a)).

Security Interest. The due (a) Subject to the terms and punctual payment conditions of the Intercreditor Agreement, to secure the timely repayment of the principal of, premium (if any) and interest, if any, interest on, the Notes Promissory Notes, and all other Obligations of the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and as the same shall be due and payableunder any other Transaction Document, whether on an Interest Payment Datenow or hereafter existing or arising, at maturitydue or to become due, direct or indirect, the Borrower hereby grants to the GWG Trust, for the benefit of the Secured Parties, a continuing, senior security interest in all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising: (A) the equity and beneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the Borrower, (B) all bank accounts of the Borrower and all funds, investments and other items of value therein, including the LifeNotes Account, (C) to the extent permitted by accelerationApplicable Law, repurchase, redemption or otherwiseall other assets of the Borrower and (D) all proceeds of, and interest on the overdue principal all amounts received or receivable with respect to any of, premium (if any) and interestthe foregoing. In addition, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees subject to the terms of the Security Documents (includingpledge agreements in favor of GWG Trust, without limitationeach of the parties set forth in Schedule 1.0 agrees to pledge each of the equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to secure the timely repayment of the principal of, and interest on, the provisions providing for foreclosure Promissory Notes. All of the rights and release of assets described in the foregoing sentences are herein referred to collectively as “Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee”. The Borrower, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder owners set forth in accordance with respect to the provisions thereof. Each of the Issuers consents and agreesSchedule 1.0 shall, and any Guarantor will consent the Borrower, and agreethe owners set forth in Schedule 1.0 shall cause GWG Trust to, to be bound by the terms of the Security Documentsfile such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the same may be GWG Trust reasonably requests in effect from time order to timeperfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and agrees the owners set forth in Schedule 1.0 hereby authorize GWG Trust to perform its obligations thereunder file such financing statements as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the signature of the Borrower or the owners set forth in accordance therewithSchedule 1.0. The Issuers will deliver to Upon the Trustee copies payment by the Borrower of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security DocumentsBorrower’s Loans then outstanding or the terms for release under the pledge agreement, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee related thereto for the benefit of the Holders of Lenders shall be released by the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsGWG Trust.

Security Interest. The due This Deed of Trust is also intended to encumber and punctual payment create a security interest in, and Borrower hereby grants to Lender a security interest in, all sums on deposit with Lender pursuant to the provisions of Article III hereof or any other Section hereof or of any other Loan Document and Borrower’s right, title and interest in all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Property, all renewals, replacements of any of the principal ofaforementioned items, premium or articles in substitution therefor or in addition thereto or the proceeds thereof, provided that Lender shall have no security interest in, or any other rights to, any insurance proceeds derived from insurance coverage not expressly required by Lender pursuant to Section 2.3 (if any) and interestsaid property is hereinafter referred to collectively as the “Collateral”), if any, on, the Notes when and as whether or not the same shall be due attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by law, all of the foregoing property is to be deemed and payableheld to be a part of and affixed to the Premises and the Improvements. The foregoing security interest shall also cover Borrower’s leasehold interest in any of the foregoing property which is leased by Borrower. Notwithstanding the foregoing, whether on all of the foregoing property shall be owned by Borrower and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall, from time to time upon the request of Lender (which request shall not be made more often than once during any twelve (12) month period unless an Interest Payment DateEvent of Default shall have occurred), at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance supply Lender with a current inventory of all other obligations of the Issuers and any Guarantors property in which Lender is granted a security interest hereunder, in such detail as Lender may reasonably require. Borrower shall promptly replace all of the Collateral subject to the Holders lien or security interest of this Deed of Trust when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, remove from the Premises or the Trustee Improvements any of the Collateral subject to the lien or security interest of this Deed of Trust except (i) such as is replaced by an article of equal suitability and value as above provided, owned by Borrower free and clear of any lien or security interest except that created by this Deed of Trust and the Notes other Loan Documents, or (includingii) such that is not reasonably necessary for the effective operation of the Property. All of the Collateral shall be kept at the location of the Premises except as otherwise required by the terms of the Loan Documents. Borrower shall not use any of the Collateral in violation of any applicable statute, without limitationordinance or insurance policy. This Deed of Trust constitutes a financing statement filed as a fixture filing pursuant to the provisions of Division 9 of the California Commercial Code, with respect to those portions of the Premises consisting of goods which are or are to become fixtures relating to the Premises. Borrower grants to Lender a security interest in all existing and future goods which are now or in the future become fixtures relating to the Premises and proceeds thereof. Borrower covenants and agrees that the filing of this Deed of Trust in the real estate records of the county where the Premises are located shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 of the California Commercial Code. Without the prior written consent of Lender, Borrower shall not create or suffer to be created pursuant to the California Commercial Code, any Note Guarantees)other security interest in such items, according to the terms hereunder or thereunderincluding replacements and additions thereto, are secured other than as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees permitted pursuant to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Loan Documents.

Security Interest. The due and punctual As collateral security for the payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance in full of any and all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended amounts owing from time to time by the Borrower to the Lender under or in accordance connection with their terms this Note (the “Secured Obligations”), the Borrower hereby pledges, assigns and authorizes grants to the Lender, a Lien on and appoints Wilmington Trustsecurity interest in and to all of the right, National Association as title and interest of the Trustee Borrower in, to and as under the Priority Collateral Trusteefollowing property, wherever located, and each Holder directs whether now existing or hereafter arising or acquired from time to time (collectively, the Trustee “Pledged Collateral”): (a) the Borrower’s limited liability company interest (the “Interest”) in Voltari Real Estate Holding LLC (the “LLC”); and (b) all proceeds and products of the foregoing, all books and records at any time evidencing or relating to enter (the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any and all proceeds of any insurance, indemnity, warranty or guaranty payable to direct the Priority Collateral Trustee Borrower from time to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance time with respect to the provisions thereof. Each any of the Issuers consents foregoing. The Borrower hereby irrevocably authorizes the Lender at any time and agreesfrom time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code (“UCC”) of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral without the signature of the Borrower where permitted by law. The Borrower agrees to provide all necessary information related to such filings to the Lender promptly upon request by the Lender. The Borrower shall take such further actions, and any Guarantor will consent execute and/or deliver to the Lender such additional financing statements, amendments, assignments, agreements, supplements, powers and agree, to be bound by the terms of the Security Documentsinstruments, as the same Lender may be in effect from time its judgment deem necessary or appropriate in order to timeperfect, preserve and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee protect the security interest in the Pledged Collateral contemplated as provided herein and the rights and interests granted to the Lender hereunder, and enable the Lender to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, all in form satisfactory to the Lender and in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Security Documents or any part thereofPledged Collateral as provided herein and to preserve the other rights and interests granted to the Lender hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, but subject to applicable law, the Borrower shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Lender from time to time constitutedupon request by the Lender such lists, so as to render the same available for the security schedules, descriptions and benefit of this Indenture and designations of the NotesPledged Collateral, statements, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Lender shall reasonably request. The Issuers will takeIf an Event of Default has occurred and is continuing, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create Lender may institute and maintain, as security for in its own name or in the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor name of the Priority Collateral Trustee for Borrower, such suits and proceedings as the benefit Lender may deem necessary or expedient to prevent any impairment of the Holders security interest in or the perfection thereof in the Pledged Collateral. All of the Notes, holders foregoing shall be at the sole cost and expense of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsBorrower.

Security Interest. The due (a) Xxxxx and punctual Xxxxxx intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets (other than as described in Article 21(g)). However, in order to preserve Xxxxx’s rights under the Transaction Documents, in the event that a court or other forum re-characterizes the Transactions hereunder as other than sales, and as security for the performance by Seller of all of Seller’s obligations to Buyer under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the terms and conditions of this Agreement, to Buyer to secure the payment of the principal of, premium (if any) Repurchase Price on all Transactions to which Seller is a party and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors amounts owing by Seller to the Holders or the Trustee and the Notes (Buyer hereunder, including, without limitation, any Note Guaranteesamounts owing pursuant to Article 25, and under the other Transaction Documents (collectively, the “Repurchase Obligations”), according to . Without limiting the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms generality of the Security Documents (includingforegoing and for the avoidance of doubt, without limitationif any determination is made that any Mezzanine Loan which is a Purchased Asset was not sold by Seller to Buyer pursuant to this Agreement, or that such Mezzanine Loan does not qualify for the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound safe harbor treatment provided by the terms of the Security DocumentsBankruptcy Code, then Seller hereby pledges, assigns and grants to Buyer as the same may be in effect from time further security for Seller’s obligations to timeBuyer hereunder, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the a continuing first priority security interest in and Lien upon each such Mezzanine Loan which constitutes a Purchased Asset hereunder, and Xxxxx shall have all the Collateral contemplated by rights and remedies of a “secured party” under the Security Documents or any part thereofUniform Commercial Code with respect thereto (such pledge, as from time to time constituted, so as to render the same available for the security and benefit “Related Credit Enhancement”). For purposes of this Indenture and of the Notes. The Issuers will takeAgreement, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.“

Security Interest. The due Parties hereto intend that, pursuant to the Trust Agreement, prior to depositing any assets in the Trust Account, and punctual payment of the principal of, premium (if any) and interest, if any, onfrom time to time thereafter as required, the Notes when and as Reinsurer shall execute or cause the same shall be due and payableexecution of assignments or endorsements in blank, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance transfer legal title of all shares, obligations and other obligations of the Issuers and any Guarantors assets requiring assignments or endorsements to the Holders Trustee as needed, so that the Ceding Company, or the Trustee and the Notes (including, without limitation, any Note Guarantees), according upon direction to the terms hereunder or thereunderTrustee by the Ceding Company, are secured as provided herein and in the Security Documents. Each Holdermay, by its acceptance of a Note, consents and agrees whenever necessary pursuant to the terms of the Security Documents Trust Agreement, negotiate, deliver, transfer, assign or sell any such assets without the consent or signature from the Reinsurer or any other Person. Out of an excess of caution and in order to preserve the arrangements set forth in the Trust Agreement if, notwithstanding the intention of the parties expressed in the Trust Agreement, the Trustee is determined by a Governmental Authority of competent jurisdiction (includingi) not to have the authority to negotiate, deliver, transfer, assign or sell any assets credited to the Trust Account, in its capacity as Trustee, without the consent or signature from the Reinsurer, or any other Person, or (ii) the transfer of assets by the Reinsurer to the Trust Account shall for any reason be determined by a Governmental Authority of competent jurisdiction to be invalid or ineffective, the Reinsurer hereby grants to the Ceding Company as security for all obligations (whether absolute or contingent, matured or unmatured) of the Reinsurer to the Ceding Company arising under or in connection with the Transaction Agreements, including all reasonable attorneys’ fees and legal expenses incurred in connection with the collection and enforcement of the Transaction Agreements and security interest created hereunder, in each case, to the extent such obligations are required to be reimbursed to the Ceding Company by the Reinsurer under such Transaction Agreements, a first priority perfected security interest in all of the Reinsurer’s rights, titles and interests in, to and under all of the following property, whether now owned or existing or hereafter acquired or arising and wheresoever located (collectively, the “Collateral”): (a) the Trust Account and the assets credited to the Trust Account, including without limitation, investment property, securities, investments, 1007933761v22 instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to the provisions providing for foreclosure Trust Account or (y) otherwise conveyed to the Trustee by the Reinsurer; (b) all cash and release other financial assets credited to the Trust Account and all security entitlements (within the meaning of CollateralSection 8-102(a) as of the same may be UCC) related to or arising therefrom; (c) all supporting obligations relating to, and all security interests, mortgages or other liens securing, any of the foregoing and (d) all proceeds of all of the foregoing, and agrees that this Agreement shall constitute a security agreement made by the Reinsurer in effect or may be amended favor of the Ceding Company under applicable Law. Any amounts withdrawn from time to time the Trust Account in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral TrusteeTrust Agreement shall be automatically released from, and each Holder directs withdrawn free and clear of, any security interest created herein. The Reinsurer hereby authorizes the Trustee Ceding Company to enter (file any and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance all UCC-1 Financing Statements with respect to the provisions thereof. Each of the Issuers consents and agreesCollateral, and any Guarantor will consent and agreeall amendments, to be bound assignments and continuation statements with respect thereto, that are deemed necessary or desirable by the terms of the Security Documents, as the same may be Ceding Company in effect from time order to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all perfect such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by Collateral. All terms used in this Section 5.9 and defined in the Security Documents UCC shall have the meanings given to such terms in the UCC. Nothing in this Section 5.9 is intended to affect the validity of, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit transfer of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required underassets into, the Secured Debt DocumentsTrust Account.

Security Interest. The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and To secure each Merchant’s performance of all other obligations of the Issuers to XXXX under this Agreement and any Guarantors future agreement with XXXX, each Merchant hereby grants to XXXX a security interest in collateral (the Holders or the Trustee and the Notes “Collateral”), that is defined as collectively: (includinga) all accounts, including without limitation, any Note Guaranteesall deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), according to the terms hereunder now or thereunderhereafter owned or acquired by any Merchant; and (b) all proceeds, are secured as provided herein and in the Security Documents. Each Holder, that term is defined by its acceptance of a Note, consents and agrees to the terms Article 9 of the Security Documents UCC. The parties acknowledge and agree that any security interest granted to XXXX under any other agreement between any Merchant or Guarantor and XXXX (includingthe “Cross-Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, without limitationincur, the provisions providing for foreclosure and release of Collateral) as the same may be in effect assume, or may be amended from time permit to time in accordance with their terms and authorizes and appoints Wilmington Trustexist, National Association as the Trustee and as the Priority Collateral Trusteedirectly or indirectly, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance any lien on or with respect to any of the provisions thereofCollateral or the Cross- Collateral, as applicable. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and Merchant agrees to perform its obligations thereunder execute any documents or take any action in accordance therewith. The Issuers will deliver connection with this Agreement as XXXX xxxxx necessary to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do perfect or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the maintain ALVA’s first priority security interest in the Collateral contemplated and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes XXXX to file any financing statements deemed necessary by XXXX to perfect or maintain ALVA’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to XXXX with respect to the Security Documents or any part thereof, as from time to time constituted, so as to render Collateral and the same available for the security and benefit of this Indenture and of the Notes. The Issuers will takeCross- Collateral, and will cause that any Guarantors subsequent lienor may be tortiously interfering with ALVA’s rights. Each Merchant shall be liable for and XXXX may charge and collect all costs and expenses, including but not limited to takeattorney fees, any and all actions reasonably required to cause the Security Documents to create and maintainwhich may be incurred by XXXX in protecting, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required bypreserving, and with the Lien priority required under, enforcing ALVA’s security interest and rights. Each Merchant further acknowledges that XXXX may use another legal name and/or D/B/A or an agent when designating the Secured Debt DocumentsParty when XXXX files the above-referenced financing statement(s).

Security Interest. The due (a) As security for the full, prompt and punctual complete payment and performance by you of all of your obligations to the us under this Agreement or otherwise including all costs, expenses, advances and liabilities which may be incurred by us in connection with this Agreement, including reasonable attorneys' fees to enforce the rights of the principal ofFranchisor under this Agreement (the "Secured Obligations"), premium you grant to us a first priority security interest under the applicable Uniform Commercial Code in the state in which the Franchised Business is located and a security interest under any other applicable law in and to the Business Assets. You will: (if anyi) sign any financing statements (including the form attached as Exhibit G to the FOC) or renewals, substitutions or corrections or other documents, or provide any document, and interestpay all connected costs necessary to perfect the security interest granted in this Section against the rights or interest of third parties and you appoint us as your true and lawful attorney, if anyand in its name, onplace and stead, the Notes when to make, sign, acknowledge and as the same shall be due file all documents, instruments and payableforms, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption notarized or otherwise, and which in the opinion of our counsel, are reasonably required to perfect the security interest on granted in this Section; (ii) except in the overdue principal ordinary course of its business, not sell, transfer, assign, mortgage, encumber or otherwise dispose of, premium or create, assume, or suffer to exist any security interest (if anyother than as created under this Agreement) and interest, if any, on the Notes and performance of all other obligations in any of the Issuers Business Assets; and (iii) at all times keep accurate and complete records of the Business Assets at its place of business and we or any Guarantors of out agents have the right to call at your place of business at intervals we determine, and, without hindrance or delay, to inspect the Business Assets and to inspect, audit, check and make copies and extracts from the books, records, journals, orders, receipts, magnetic computer disks and records, correspondence and other data relating to the Holders Business Assets. Upon the occurrence of any Event of Default, we may declare the Secured Obligations, or the Trustee any of them immediately due and the Notes (includingpayable without demand or notice, without limitation, and we may proceed to exercise any Note Guarantees), according to the terms hereunder one or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms more of the Security Documents (including, without limitation, rights or remedies afforded by the provisions providing for foreclosure and release applicable Uniform Commercial Code or other applicable law of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agreesany jurisdiction, and any Guarantor will consent and agreeother remedies or right provided in this Agreement, to be bound by the terms all of the Security Documents, as the same which may be exercised, cumulatively or consecutively in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsour sole discretion.

Security Interest. The due In addition to the statutory landlord's lien, Landlord shall have, at all times, and punctual Tenant hereby grants to Landlord, a valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the principal ofbreach of Tenant of any covenant, premium agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant (if any"Tenants Personal Property") presently or which may hereafter be situated on the Premises, and interestall proceeds therefrom, if anyand such property shall not be removed therefrom without the consent of Landlord until all arrearages in Rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, onagreements and conditions hereof have been fully complied with and performed by Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the Notes when and as the same requirement of reasonable notice shall be due met if such notice is given in the manner prescribed in Section 28.0 of this Lease at least five (5) days before the time of sale. The proceeds from any such disposition, less any and payableall expenses connected with the taking of possession, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, holding and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations selling of the Issuers property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the debts secured by the security interest granted in this Section 21.0. Any surplus shall be paid to Tenant or as otherwise required by law; and Tenant shall pay any Guarantors deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the Holders or security interest of Landlord in the Trustee said property and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by process thereof under the provisions of the Security DocumentsUniform Commercial Code in force in the State of Georgia. The statutory lien for rent is not hereby waived, to assure and confirm to the Priority Collateral Trustee the security interest herein granted being in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constitutedaddition and supplementary thereto. Landlord covenants and agrees that, so long as to render the same available for Tenant is not in default hereunder, Landlord will subordinate the security interest granted to Landlord in this Section 21 to any future commercial lender of Tenant that desires to attach and benefit perfect a security interest in Tenant's Personal Property for purposes of using same as collateral for a loan made to Tenant in connection with an initial public offering of Tenant's stock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the security interest granted to Landlord in this Indenture Section 21 to any commercial lender of Tenant that desires to attach and perfect a security interest in Tenant's Personal Property to secure a purchase money loan from said lender to Tenant for Tenant's purchase of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsTenant's Personal Property.

Security Interest. The due Each Pledgor hereby unconditionally grants and punctual payment assigns to the Secured Parties, and their respective successors and permitted assigns, a continuing security interest in and security title to (a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the principal of, premium (if any) and interest, if any, onLoan Agreement, the Notes when and as Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the same shall be due and payable, whether on an Interest Payment Agreement Date, at maturityand in each case, by accelerationall certificates representing such Ownership Interests, repurchaseall rights, redemption options, warrants, stock or otherwiseother securities or other property which may hereafter be received, and interest on the overdue principal ofreceivable or distributed in respect of such Ownership Interests, premium (if any) and interest, if any, on the Notes and performance of together with all other obligations proceeds of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (foregoing, including, without limitation, any Note Guarantees)all dividends, according cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the terms hereunder or thereunderAdministrative Agent all of its right, are secured as provided herein title and interest in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms Pledged Interests, together with certificates with respect to Certificated Ownership Interests, and undated stock powers endorsed in blank with respect to Certificated Ownership Interests, as security for the payment of all of the Security Documents (Guarantied Obligations of each Pledgor under this Agreement and the Guaranty and any extensions, renewals or amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual and dividend rights, shall remain in such Pledgor until the provisions providing for foreclosure occurrence and release during the continuance of Collateral) as an Event of Default and until the same may be in effect or may be amended from time to time in accordance with their terms Administrative Agent shall notify such Pledgor of the Administrative Agent’s exercise of voting and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its dividend rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee Pledged Interests pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsSection 9 hereof.

Security Interest. The To secure the due and punctual prompt payment of all Overdrafts, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the principal ofCustodian on behalf of a Fund in connection with its performance of any duties under this Agreement (collectively, premium “Liabilities”), except for any Liabilities arising from the Custodian’s negligence or willful misconduct, each Fund grants to the Custodian a security interest in all of that particular Fund’s securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof, excluding, however, Assets segregated in a segregated account as set forth in Section 2.24 hereof (if any) and interest, if any, oncollectively, the Notes “Collateral”). The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when and as the same shall be due and payable, whether the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party as provided under the Uniform Commercial Code in existence at the time the Fund fails to satisfy any of the Liabilities. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, beginning on the fifth (5th) business day after the Fund has received a notice (including an Interest Payment DateOverdraft Notice), at maturityto withhold delivery of any Collateral, by accelerationsell, repurchaseset-off, redemption or otherwiseotherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of any Liabilities for which the Custodian has not been reimbursed. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, and interest on the overdue principal of, premium all costs and expenses (if anyincluding reasonable attorney’s fees) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound incurred by the terms Custodian in connection with the sale, set-off or other disposition of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewithsuch Collateral. The Issuers will deliver Custodian shall promptly notify the appropriate Fund of any action to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral no later than the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all business day following such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsaction.

Security Interest. The due Interplay hereby assigns, pledges and punctual payment grants to VUG, and VUG hereby accepts as of the principal ofEffective Date of this Agreement, premium (if any) as security for the full performance by Interplay of its obligations under this Agreement, a lien upon and interestsecurity interest in all of Interplay's right, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, title and interest on the overdue principal ofin and to, premium (if any) and interestbut only with respect to all Partner Products delivered to VUG by Interplay under this Agreement, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, all attendant rights growing out of any Note development agreements of Interplay with third parties in respect of all Partner Product(s) delivered to VUG by Interplay under this Agreement, and any and all rights to receive payment (including all Minimum Guarantees) under the Agreement with respect to such delivered Partner Product(s); provided, however, that VUG acknowledges and agrees that such security interest shall only be in an amount equal to all of VUG's actual unrecouped expenditures and unrecouped Minimum Guarantees (including Initial Minimum Guarantees and Secondary Minimum Guarantees) owed to VUG solely with respect to Partner Product(s), according if any, to the terms which VUG loses its rights to distribute hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms SECTIONS 12.4(B) below. Interplay shall do what is reasonably necessary to effectuate the foregoing and authorizes ensure that VUG's security interest is properly perfected. In any event, Interplay shall and appoints Wilmington Trust, National Association as does hereby provide VUG with a limited power of attorney in order to effectuate and perfect the Trustee interests granted to VUG herein. VUG acknowledges and as agrees that in the Priority Collateral Trusteeevent Interplay desires to obtain third-party financing in order to sustain/support its business operations, and each Holder directs the Trustee such third-party financier requires VUG to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform subordinate its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereofhereunder, as from time VUG shall agree to time constituted, so as subordinate its security interest to render the same available for the such third-party's security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsinterest.

Security Interest. The due and punctual payment of the principal of, premium As security for its obligations under this Agreement (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and including any Guarantors obligation to the Holders or the Trustee and the Notes (including, without limitation, any Note Guaranteespay liquidated damages to Nanogen pursuant to this Agreement), according CombiMatrix hereby grants to the terms hereunder or thereunder, are secured as provided herein Nanogen a lien and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated Patents. CombiMatrix and Xxxxxxxxxx agree to cooperate fully with Nanogen in completing and filing a UCC-1 financing statement, and Patent and Trademark Office Form 1595 (a recordation cover sheet and the security agreement) in order to record Nanogen's security interest in the Patents. CombiMatrix hereby warrants and represents that there are no other security interests or liens against the Patents as of the effective date hereof. Notwithstanding the foregoing, without the necessity of any additional document being executed by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available Nanogen for the purpose of effecting a subordination, Nanogen's security interest or lien granted hereby shall be automatically subject and benefit of this Indenture and of the Notes. The Issuers will takesubordinate to, and will cause any Guarantors to takeat all times, any and all actions reasonably required licenses of any type or kind, whether exclusive or nonexclusive, expressed or implied, whether such licenses presently exist or are hereafter executed or granted by CombiMatrix, or its successor in interest, with respect to cause rights under the Security Documents Patents (collectively, the "Licenses"). Any person or entity licensing any rights pursuant to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor any of the Priority Collateral Trustee Licenses (a "Licensee") shall be deemed to be a Licensee in the ordinary course of business in accordance with Section 9321 of the California Commercial Code, or any other similar statute. Within ten (10) days of CombiMatrix's, or its successor in interest's, written request, Nanogen, or its successor in interest, shall execute a written subordination agreement, or similar document, that fully and unconditionally subordinates the security interest and/or lien created hereunder to the interests of a Licensee consistent with the provisions of this Paragraph. If the security interest or lien granted hereunder is foreclosed upon, or a conveyance in lieu of foreclosure is made for any reason, Nanogen, or its successor in interest, hereby agrees to honor and be bound by all Licenses so long as the Licensee performs its material obligations under the License for the benefit of Nanogen or its successor. However, unless Nanogen or its successor consents in writing, neither Nanogen nor its successor shall be required to perform the Holders affirmative obligations of CombiMatrix under such License. If, notwithstanding the foregoing, any License is terminated as result of Nanogen's, or its successor in interest's, foreclosure, or acceptance of a conveyance in lieu of foreclosure, a new license between Nanogen, or the new owner of the Notes, holders of other Priority Lien Obligations, to the extent required byPatent if not Nanogen, and any terminated Licensee shall be deemed created, with no further instrument required, on the Lien priority same terms as any License that terminated so long as the Licensee is required underto perform its material obligations under the License for the benefit of Nanogen or its successor and, unless Nanogen or its successor consents in writing, neither Nanogen nor its successor shall be required to perform the Secured Debt Documentsaffirmative obligations of CombiMatrix under such License. Nanogen, or the new owner of the Patent if not Nanogen, and any terminated Licensee shall execute a new license agreement on the same terms as the particular terminated License, at the request of either so long as the Licensee is required to perform its material obligations under the License for the benefit of Nanogen or its successor and, unless Nanogen or its successor consents in writing, neither Nanogen nor its successor shall be required to perform the affirmative obligations of CombiMatrix under such License.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) Collateral as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington Trust, U.S. Bank National Association as the Trustee and Capital One, N.A. as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as to bind the same may be in effect from time to timeHolders and make the agreements on the terms set forth therein, and agrees to perform its their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers will take, and will cause any Guarantors its Subsidiaries to take, and upon request of the Trustee will take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Issuers hereunder, a valid and enforceable perfected Lien junior priority security interest in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Notes and any future Parity Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.

Security Interest. The due As security to ensure the full and punctual payment timely repayment of the principal of, premium (if any) and interest, if any, onLoan Amount, the Notes when Founder hereby creates and grants to the Subsidiary for its benefit, and its successors and assigns, a security interest in the Founder Shares (as defined below) (the Founder Shares subject to the security interest are referred to as the same “Pledged Founder Shares”). In the event of any default in repayment of the Loan Amount, the Subsidiary shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations entitled to take possession of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (includingPledged Founder Shares and, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agreePledged Founder Shares only, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, exercise any and all actions reasonably required rights afforded to cause a secured party under any applicable law. In furtherance of the Security Documents to create and maintainabove, the Founder Shares shall be stamped with a legend, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for date hereof, stating that such securities have been pledged to the benefit of the Holders Subsidiary. In addition, the Founder undertakes to execute any document required to register the pledge of the NotesPledged Founder Shares with the Israeli Registrar of Pledges The Subsidiary hereby represents, holders warrants and agrees that in the event that the Loan Amount will not be repaid in full for any reason whatsoever, the Subsidiary’s sole remedy shall be the foreclosure upon the Pledged Founder Shares. The Subsidiary hereby irrevocably waives any and all other rights it may have both in law and equity with respect to any default in repayment of other Priority Lien Obligationsthe Loan Amount (“Default”), and releases and forever discharges the Founder from any and all actions, causes of action, suits, debts, dues, claims, liabilities, complaints and demands whatsoever, however referred to and of any kind and/or nature, both in law and equity, with respect to such Default, except with respect to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsPledged Founder Shares.

Security Interest. The due and punctual payment of the principal of, premium (if any) and intereston, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers and any Guarantors Issuer to the Holders or the Trustee and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their the terms hereof and of the Collateral Trust Agreement and authorizes and appoints Wilmington Trust, U.S. Bank National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs and the Trustee direct the Collateral Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereoftherewith. Each of the Issuers Issuer and the Guarantors consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Issuer will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers Issuer will take, and will cause any the Guarantors to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Parity Lien ObligationsObligations of the Issuer hereunder, a valid and enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, Notes and holders of other Priority Parity Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Security Documents.

Security Interest. The due To secure all of Merchant's present and punctual payment future obligations to Company, its Third-Party Sender , and the ODFI (Company, its Third-Party Sender , and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Mer chant's funds now or hereafter in the possession of the principal ofSecured Party, premium and (if anyv) all amounts now or hereafter owing to Merchant under this Agreement . Each Secured Party is hereby authorized (and interestany related notice and demand are hereby expressly waived), if anyto set off, onrecoup a nd to appropriate and apply any and all such amounts owing, the Notes when funds held, account balances and as the same shall be due other Collateral against and payableon account of Merchant's obligations under this Agreement, whether on an Interest Payment Datesuch obligations are liquidated, at maturityunliquidated, by accelerationfixed, repurchasecontingent, redemption matured or otherwiseunmatured. In the case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Xxxxxxxx hereby agrees that Secured Party shall have control ther eof and the Notes depository will (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the Security Documentsdeposit account without further consent by Xxxxxxxx. Each Holder, by its acceptance of a Note, consents and Xxxxxxxx agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure duly execute and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all Secured Party such additional instruments, documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things agreements as may be required by reasonably requested to perfect and confirm the provisions liens, security interests in deposit accounts and other Collateral set forth in this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Xxxxxxxx's name describing any or all of the Security Documents, Collateral and take such other action as they may require in order to assure perfect their liens and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsinterests therein.

Security Interest. The To secure the due and punctual payment of all liabilities, whether actual or contingent (“Liabilities”), of the principal ofFund to the Custodian now or hereafter arising or incurred under or in connection with this Agreement, premium the Fund hereby grants to the Custodian a security interest in (if anyi) all of the Fund’s cash, deposit accounts, securities and other investment property, and other assets, whether now existing or hereafter acquired or created, in the possession or under the control of any of the Custodian and its agents, affiliates and subcustodians and (ii) any and all proceeds of any thereof (collectively, the “Collateral”). The Liabilities include, without limitation, (a) the obligations of the Fund to the Custodian in relation to any advance of cash or securities for any purpose; (b) the obligations of the Fund to the Custodian (in its capacity as foreign exchange provider or otherwise) in relation to any spot or forward foreign exchange contracts or any other foreign exchange contract or facility entered into with the Fund; and (c) the obligations of the Fund to reimburse the Custodian for any taxes, interest, if anycharges, onexpense, assessments, or other liabilities that may be assessed against or imposed on the Notes Custodian under or in connection with this Agreement, except such Liabilities as may arise from the Custodian’s own fraud, negligence or willful misconduct in the performance of its duties hereunder. In the event that the Fund fails to satisfy any of the Liabilities as and when and as the same shall be due and payable, whether on an Interest Payment Datethe Custodian shall have in respect of the Collateral, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of in addition to all other obligations rights and remedies arising hereunder or under applicable law, the rights and remedies of a secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell or otherwise realize any such Collateral and to apply the money or other proceeds and any other monies credited to the cash accounts in satisfaction of such Liabilities. The Fund acknowledges that, in the Custodian exercising any such rights or remedies against any of the Issuers and Collateral, it will be commercially reasonable for the Custodian (i) to accelerate or cause the acceleration of the maturity of any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and fixed term deposits comprised in the Security Documents. Each Holder, by its acceptance of a Note, consents Collateral and agrees (ii) to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things currency conversions as may be required by necessary at its current rates for the provisions sale and purchase of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsrelevant currencies.

Security Interest. The due and punctual As security for the payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents------------------ performance, as the same case may be in effect from time to timebe, of the Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant transfers to the Security DocumentsAgent, its successors and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documentsits assigns, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders Secured Parties, and hereby grants to the Security Agent, its successors and assigns, for the benefit of the NotesSecured Parties, holders a security interest in, all of other Priority Lien Obligationssuch Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"). Without limiting the generality of ----------------- the foregoing, the Borrower hereby assigns, as collateral security, to the extent required bySecurity Agent all its right, title and interest in, to and under the Acquisition Agreements, the Trademark Agreements and the Transaction Agreement (which assignment also shall constitute part of the Security Interest). The Security Agent is hereby authorized to file one or more financing statements, continuation statements, filings with the Lien priority required underUnited States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, naming any Grantor or the Grantors as debtors and the Security Agent as secured party. Anything in this Section 2.01 to the contrary notwithstanding, no Grantor shall be deemed to have borrowed, sold, conveyed, assigned, set over, mortgaged, pledged, hypothecated or transferred, or to have granted a security interest in, any contract right (including any lease), or in any of such Grantor's right, title or interest therein, thereto or thereunder, if any such action, without the consent of a third party thereto, would constitute a breach or other contravention thereof; provided that the foregoing shall not apply to the Acquisitions Agreements, the Secured Debt DocumentsTrademark Agreements (except for the agreements referred to in clause (ii) of the definition thereof), the Transaction Agreement or the partnership agreement of any partnership that is a Subsidiary. The Grantors shall use their best efforts, upon the request of the Security Agent, to obtain the consent of any such third party required with respect to any contract right which is material, individually or in the aggregate, to the business, condition or prospects of any Grantor. The Grantors agree at all times to keep accurate and complete accounting records with respect to the Collateral, including a record of all payments and Proceeds received.

Security Interest. The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers Company and any the Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers Company and the Grantors consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the Security DocumentsDocuments to which it is a party, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Company will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers Company will take, and will cause any the Guarantors and the Company’s Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.

Security Interest. The due and punctual payment Paragraph 6 of the principal ofSIFMA Master is hereby amended and restated in its entirety to read as follows: “(a) Seller hereby grants to Buyer a first priority security interest in all of Seller’s right, premium title, benefit and interest the Purchased Securities sold in each Transaction entered into under this Agreement and all proceeds thereof (if any) and interest, if any, oncollectively, the Notes when and as “Collateral”) to secure the same Seller’s obligations under the Transaction Agreements (the “Secured Obligations”). This Agreement shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of create a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the continuing security interest in the Collateral contemplated and shall remain in full force and effect (notwithstanding any repurchase by Seller of Purchased Securities under an expiring Transaction and simultaneous purchase by Buyer of such Purchased Securities under a subsequent Transaction) until all unpaid Repurchase Price with respect to outstanding Transactions under this Agreement has been indefeasibly paid in full (without application of any set off or netting). Buyer shall have, with respect to all the Security Documents or Collateral, in addition to all other rights and remedies available to Buyer under the Transaction Agreements, all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any part thereof, applicable jurisdiction. (b) Seller hereby authorizes Buyer to file such financing statements (and continuation statements with respect to such financing statements when applicable) as from time may be necessary to time constituted, so as to render the same available for perfect the security interest granted pursuant to the foregoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction. (c) The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Buyer at such time when all unpaid Repurchase Price with respect to outstanding Transactions under this Agreement has been indefeasibly paid in full (without application of any set off or netting), without further action by any Person. Upon such payment and benefit termination of this Indenture and of the Notes. The Issuers will takeAgreement, and will cause any Guarantors to takeBuyer hereby agrees, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligationsat Seller’s expense, to the extent required by, (x) file appropriate financing statement amendments to reflect such release and with the Lien priority required under, the Secured Debt Documents(y) execute and deliver such other documents as Seller may reasonably request to further evidence such release.” -7-

Security Interest. The due Each Seller and punctual payment the Purchaser have structured this Agreement with the intention that each purchase of Debts hereunder be treated as a sale of such Debts by the related Seller to the Purchaser for all purposes. Each Seller and the Purchaser shall record each purchase as a sale or purchase, as the case may be, on its books and records, and reflect each purchase in its financial statements and tax returns as a sale or purchase, as the case may be. In the event that, contrary to the mutual intent of each Seller and the Purchaser, any purchase of a Debt hereunder is not characterized as a sale thereof, each Seller hereby grants to the Purchaser a security interest, as security for all of each Seller’s respective Seller Liabilities, in all of the principal of, premium present and future rights of each Seller in: (if anya) all Purchased Debts of such Seller; (b) Related Security with respect to each such Debt of such Seller; (c) all sums standing to such Seller’s credit with the Purchaser; (d) any of such Seller’s property related to such Debts of such Seller in the Purchaser’s possession; (e) all Associated Rights with respect to such Debt and interest, if any, on(f) all proceeds of the foregoing including insurance proceeds (collectively, the Notes when “Collateral”) (and as the same parties hereto agree that this Agreement shall be due deemed to be a security agreement for such purposes). The terms “accounts”, “instruments”, “documents”, “chattel paper”, “deposit accounts” and payable“general intangibles”, whether on an Interest Payment Dateas used herein, shall have the respective meanings ascribed to such terms in the Uniform Commercial Code as in effect in any applicable jurisdiction. Recourse to security shall not at maturityany time be required and each Seller shall at all times remain liable for the repayment upon demand of all of their respective Seller Liabilities. Each Seller irrevocably authorizes the Purchaser at any time and from time to time to file in any jurisdiction all financing statements, amendments thereto and continuation statements provided for by accelerationthe Uniform Commercial Code as in effect in any applicable jurisdiction in order to perfect or continue the perfection of the Purchaser’s interests in the Collateral (or any interest in assignee of the Purchaser therein). Each Seller shall cooperate with the Purchaser in the filing, repurchase, redemption recording or otherwiserenewal thereof (and shall if requested execute such documents as may be necessary in such regard), and interest on the overdue principal to pay all out-of-pocket search, premium (if any) filing and interest, if any, on the Notes recording fees and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes expenses related thereto (including, without limitation, any Note Guaranteesfees of counsel to Purchaser to cause filings to be made), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligationsand, to the extent required byor permitted by applicable law, each Seller authorizes the Purchaser to make any filing for any of the foregoing purposes and with to sign, for the Lien priority required underforegoing purposes, such Seller’s name thereon. Each Seller shall execute, acknowledge and/or deliver such other instruments or assurances as the Secured Debt DocumentsPurchaser may reasonably request to effectuate the purposes of this Agreement.

Security Interest. (a) The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest following Lien on the overdue principal of, premium (if any) and interest, if any, on Collateral is hereby granted: As security for the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders payment or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documentsperformance, as the same case may be be, in effect from time to timefull of the First Priority Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver transfers to the Trustee copies of all documents delivered to Collateral Agent and its successor and assigns, for the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions ratable benefit of the Security DocumentsSecured Parties, a first priority security interest in, all of such Grantor’s right, title and interest in, to assure and confirm to under the Priority Collateral Trustee Collateral. Each Grantor hereby affirms its prior grant of security interests under the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee Original Agreement for the benefit of the Holders Secured Parties. Without limiting the foregoing, it is expressly understood and agreed that all security interests, assignment and liens granted by the Grantors for the benefit of the NotesSecured Parties in the Original Agreement are not terminated hereby, holders of but continue and remain in full force and effect, subject to the terms and provisions hereof. Notwithstanding any other Priority Lien Obligationsprovision hereof, if any Principal Property constitutes Collateral, then such Principal Property shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required byto be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, and with agreement or instrument governing such Existing Unsecured Debt or (ii) the Lien priority required underExisting Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Principal Property without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Principal Property any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Debt DocumentsIndebtedness that may be secured hereby. The Lien granted hereunder to secure the First Priority Obligations is referred to herein as the “Security Interest.”

Security Interest. s The CASA and the Authorizing Legislationestablish, in favor of the Collateral Agentfor the benefit of the XXXXX Xxxxxx, the valid and binding Liens on theCollateralthat they purport to creatierr,espective of whether any Person has notice of the pledgeor grant of security interest, as applicabalen,d without the ened for any physical delivery, recordation, filing, or further act. uSch Liens are in full force and effect and are not subordinate or junior to any other Liens in respect of tCheollateraland not pari passuwith any obligations other than the Pari PassOubligations. The Borrower has duly and lawfully taken all actions required under this Agreement, thoether TIFIA LoanDocuments, and applicable laws for the pledgeor grant of security intere,sat s applicableo, f the Collateralpursuant to and in accorndcae with the TIFIA Loan Documents. The Borrower is not in breach of any covenants set forth in Section 15(a) (Securing Lien)s or in the TIFIA Loan Documents with respectto the matters describedin such section or docume.ntsAs of the Effective Date anads of each other date this representation and warranty is m,a(di)eno filing, recordation or any othearction is necessartyo establishand perfecta legal, valid, binding, and enforceabLlien on the Collateralin favor of the Collateral Agent(for the benefit of theSecuredLenders) to the extent contemplated by the TIFIA Loan Documents,(ii) all applicable UCC-1 financing statementhsave been recorded or filed for record in such manner andsiunch placesto n R W L I \ W K L U G S D U W L H V R I W K H interest inthe Project Account,sand (iii ) all taxes and filing fees that are due and punctual payment payable in connection with the execution, delivery or recordation of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security TaInFyIA Loan Documents, as including any instruments, certificates or financing statements in cotinonnewc ith the same may be in effect from time to timeforegoing, and agrees to perform its obligations thereunder in accordance therewithhave been paid. The Issuers will deliver to Neither the Trustee copies tatachment, perfection, validity, enforceability or priority of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and theCollateraldescribed in clause (a) of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security detfiionni TIFIA Loan Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor isgoverned by Article 9 of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, UCC. thereofgranted pursuant to the extent required by, and with the Lien priority required under, the Secured Debt Documents.the

Security Interest. The due and punctual payment of the principal of, premium (if any) and intereston, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and intereston, if any, and interest on the Notes and performance of all other obligations of the Issuers and any Guarantors Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security DocumentsDocuments which the Company has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Company will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, at the Company’s expense, to assure and confirm to the Priority Trustee and the Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers Company will take, and will cause any Guarantors its Subsidiaries to take, and will take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee Agent for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien lien priority required under, the Secured Debt DocumentsSecurity Documents and subject to no Liens other than Permitted Liens.

Security Interest. The due To evidence the purchase and punctual payment sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby grant to Purchaser, in the name of Purchaser or its duly authorized representative, a first priority, continuing security interest (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the principal ofUCC, premium as amended, whether now or hereafter owned or acquired by Merchant (if anyand/or any subsidiary or other person or entity whose accounts are included in Receivables) and interestwherever located; (iii) all “proceeds” of such property described in clause (i) and/or clause (ii), if any, onas that term is defined in Article 9 of the UCC; (iv) upon a Material Breach, the Notes when assets, business property and collateral of any Other Business, Successor Company or Guarantor; and (v) any additional collateral as the same shall may be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if anymutually agreed between Merchant and/or any Guarantor, on the Notes one hand, and performance of all Purchaser, on the other obligations hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the Issuers UCC for purposes of creating and perfecting the foregoing security interest. Mxxxxxxx hereby authorizes Purchaser to make any Guarantors UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) at any time with any governmental agency and/or office (including the Holders or office of the Trustee Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Notes (includingCollateral as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the UCC and applicable law against Merchant and/or Guarantor, including without limitation, any Note Guarantees)placing a “hold” on Merchant’s credit card processing accounts, according to the terms hereunder or thereundercosts of which shall be borne by Merchant, are secured as provided herein above. Merchant and in the Security Documents. Each HolderGuarantor hereby agree that Merchant will not pledge, by its acceptance of a Notegrant, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect transfer or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and otherwise encumber any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in its Receivables to any other person or entity until Purchaser has received the Collateral contemplated Amount Sold, plus any assessed fees and Costs of Collection, other than in connection with a financing approved by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien Purchaser in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentswriting beforehand.

Security Interest. The due and punctual payment of the principal of, premium (if any) and interestpremium, if any, interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interestpremium, if any, on interest on, the Notes and performance of all other obligations Obligations of the Company, the Co-Issuers and any the Guarantors to the Holders of Notes or the Trustee and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for priority of Liens and foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington TrustXxxxx Fargo Bank, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs of Notes and the Trustee authorize and direct the Collateral Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each therewith and authorize and direct each of the Trustee and the Collateral Trustee to bind the Holders of the Notes as set forth in the Security Documents. The Company, the Co-Issuers consents and agrees, and any Guarantor will the Guarantors consent and agree, agree to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers Company will take, and will cause any Guarantors its Subsidiaries to take, any and all actions reasonably required to cause by the Security Documents to create and maintain, as security for the Priority Collateral Trust Parity Lien Obligations and any Junior Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Collateral Trust Parity Lien Obligations and any holders of Junior Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Note Documents.

Security Interest. The due and punctual As security for the payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documentsperformance, as the same case may be be, in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions full of the Security DocumentsObligations, to assure each Grantor hereby pledges, assigns and confirm to the Priority Collateral Trustee the security interest in grants unto the Collateral contemplated by the Security Documents or any part thereofAgent, as from time to time constitutedits successors and assigns, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the ratable benefit of the Holders Secured Parties, a security interest in, all of such Grantor's right, title and interest in, to and under the Collateral (the "SECURITY INTEREST"). Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming the appropriate Grantor or Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's rights or interests in any General Intangibles, contracts or agreements to which such Grantor is a party on the date hereof or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms thereof, result in a breach of the Notesterms of, holders of or constitute a default thereunder (other Priority Lien Obligations, than to the extent required bythat any such term would be rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); PROVIDED, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and with such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect. In addition, notwithstanding anything herein to the Lien priority required undercontrary, in no event shall the Secured Debt DocumentsCollateral include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary.

Security Interest. The due and punctual (a) To secure the prompt payment to Lender of the principal ofObligations, premium (if any) each Borrower, EPSC and interestADI hereby assigns, if anypledges and grants to Lender a continuing security interest in and to the Collateral, onwhether now owned or existing or hereafter acquired or arising and wheresoever located, whether or not the same is subject to Article 9 of the UCC; provided, however, the Notes when foregoing grant of a security interest and as the same lien shall be due not include any rights or interests of any Borrower, EPSC or ADI under any licenses, leases or other contracts if and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes extent that (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to i) the terms of the Security Documents agreement or agreements creating or evidencing such rights or interests prohibit such grant and (including, without limitation, ii) the provisions providing for foreclosure term prohibiting such grant is effective as a matter of law and release has not been waived or the consent of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect necessary party to the provisions thereof. Each grant to Lender has not been obtained; provided, further, (x) if any such prohibition is subsequently lifted, terminated or is otherwise no longer effective as a matter of law or is waived or the consent of the Issuers consents necessary party is obtained, a security interest therein in favor of Lender shall automatically arise hereunder without any further action on the part of any Borrower, EPSC, ADI or Lender and agrees(y) nothing contained herein shall be deemed to limit, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do impair or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the otherwise affect Lender's security interest in any rights or interests of any Borrower, EPSC or ADI in or to monies due or to become due under any such agreement. All of Borrowers', EPSC's and ADI's ledger sheets, files, records, books of account, business papers and documents relating to the Collateral contemplated shall, until delivered to or removed by Lender, be kept by Borrowers, EPSC and ADI in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrowers, EPSC and ADI shall be deemed to include the Security Documents foregoing grant, whether or any part thereof, as from time to time constituted, so as to render not the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsappears therein.

Security Interest. The due and punctual payment of the principal of, premium (if any) and intereston, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption redemption, prepayment, demand or otherwise, and interest on the overdue principal of, premium (if any) and intereston, if any, on or interest on, the Notes and performance of all other obligations of the Issuers Company and any Guarantors Guarantor to the Holders or of Notes, the Trustee and the Second Lien Collateral Agent under this Indenture and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security DocumentsCollateral Agreements and the Intercreditor Agreement. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral and authorizing the Second Lien Collateral Agent to enter into any Collateral Agreement or the Intercreditor Agreement on its behalf) as the same may be in effect or may be amended or otherwise modified from time to time in accordance with their terms and authorizes and appoints Wilmington TrustXxxxx Fargo Bank, National Association as the Trustee and as the Priority Second Lien Collateral TrusteeAgent, and each Holder authorizes and directs the Trustee Second Lien Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents Collateral Agreements and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance with respect therewith. The Trustee and the Second Lien Collateral Agent shall be entitled to all rights, privileges, immunities and protections set forth in this Indenture, including but not limited to its right to be compensated, reimbursed and indemnified, in the provisions thereof. Each acceptance, execution, delivery and performance of the Issuers Collateral Agreements and the Intercreditor Agreement as though fully set forth therein. The Company and each of the Guarantors consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the Security DocumentsCollateral Agreements, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Company will deliver to the Trustee copies of all documents delivered to the Priority Second Lien Collateral Trustee Agent pursuant to the Security DocumentsCollateral Agreements, and, subject to the limitations set forth in Section 15.11(a), the Company will, and the Company will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, Collateral Agreements to assure and confirm to the Priority Trustee that the Second Lien Collateral Agent holds for the benefit of the Trustee and the security interest in the Collateral Holders duly created, enforceable and perfected Liens as contemplated by the Security Documents Collateral Agreements and the Intercreditor Agreement or any part thereof, as from time to time constituted. Subject to the limitations set forth in Section 15.11(a), so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers Parent will take, and will cause any Guarantors its Subsidiaries to taketake (including as may be requested by the Trustee), any and all actions reasonably required to cause the Security Documents Collateral Agreements to create and maintain, as security for the Priority Lien ObligationsObligations of the Company and any Guarantor hereunder, a in respect of the Collateral, valid and enforceable perfected Lien second-priority Liens in and on all of the Collateral ranking in favor right and priority of payment as set forth in this Indenture, Intercreditor Agreement and subject to no other Liens other than as permitted by the Priority Collateral Trustee for terms of this Indenture and the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsIntercreditor Agreement.

Security Interest. The due (a) In order to secure the Draw Downs, the Debtor hereby assigns and punctual payment grants to the Secured Party a first lien and security interest in and to the collateral consisting of the principal offollowing: (i) Debtor's right to receive any and all monies now or hereafter payable to the Debtor from the Secured Party under the Distribution Agreement; (ii) Debtor's right to receive any and all monies now or hereafter payable to the Debtor by the advertisers in the Debtor's publications. Annexed hereto is a schedule of the names and addresses of the advertisers ("Schedule of Advertisers") which schedule also shows the amount each advertiser currently owes. (iii) Debtor's right, premium (if any) title, and interest, if anyboth present and future, oninclude all rights of copyright and trademark, in and to the Publications and their titles, and Debtor's right title and interest in any subsequently published titles or publications not now in existence, including all rights of copyright and trademark. All of the foregoing collateral shall hereafter collectively be referred as "the Collateral". Of the Collateral referred to in sub-paragraphs (i) and (ii) above, now or hereafter existing, at various times hereafter shall be referred to as "Assigned Accounts". Included in the right to receive the monies due on the Assigned Accounts, is the Secured Party's right to the Assigned Accounts themselves and the Secured Party's right to enforce collection of such monies with expenses of collection chargeable to the Debtor. Debtor shall update the schedule of Advertisers every three months commencing July 1, 1996. (b) Upon five business days written notice, the Notes when Secured Party and as the same shall be due its agents and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same accountants may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, at Debtor's expense, inspect the Debtor's books and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver records pertaining to the Trustee copies of all documents delivered Collateral, and to take such extracts therefrom as deemed advisable. (c) Debtor shall cause its accounts receivable ledger, and other books and records pertaining to the Priority Collateral Trustee pursuant Assigned Accounts, to be marked or notated to reflect the assignment and security interest granted hereunder in a form acceptable to the Security DocumentsSecured Party. (d) Until there is an "event of default", Debtor, as agent of Secured Party, shall continue to collect the Assigned Accounts in the same manner as the Debtor has heretofore collected such accounts and deposit same in Debtor's bank accounts for use by Debtor in paying its debts and obligations incurred in the ordinary course of Debtor's business. Upon the happening of an event of default, all monies received on account of the Assigned Accounts ("Proceeds") shall be promptly transferred in form received to the Secured Party, except for Debtor's indorsement when required, and will do until the Proceeds are so transferred to the Secured Party, same shall be held in trust in the hands of the Debtor, its officers, agents and employees, for the Secured Party and shall not be commingled with any other funds or cause property of Debtor. (e) Upon the happening of an event of default: (i) the secured party may notify each advertiser to be done remit the amount the advertiser owes to the Debtor to the Secured Party; (ii) the Secured Party may also request the Debtor to give notice with all bills and statements that the account bas been assigned to Secured Party and that the debt arising from each account is due and payable to the Secured Party; (iii) the Secured Party may indorse the Debtor's name on all notes, checks and commercial paper of any kind on any Proceeds received from the Assigned Accounts; (iv) the Secured Party, or any of its officers, agents or employees, is hereby irrevocably appointed the agent and attorney for the Debtor to permit the Secured Party to withdraw Proceeds from any bank or trust company; and any bank or trust company upon receiving a true or certified copy of this Agreement is hereby irrevocably authorized to permit such acts withdrawals without inquiry as to the circumstances of indorsement, without inquiring as to the purpose of withdrawal, and things as may be required without responsibility for the application by the provisions Secured Party of the Security DocumentsProceeds so withdrawn; (v) the Secured Party may without notice to Debtor, to assure extend the time of payment of, compromise, or settle for cash, credit, or otherwise any Assigned Account, and confirm thereby discharge or release the person or persons liable for the payment of such account; and the Secured Party shall not be liable for so doing to the Priority Collateral Trustee Debtor; and the security interest in Secured Party shall not be liable to the Collateral contemplated by the Security Documents or Debtor for Secured Party's failure to collect any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesAssigned Accounts. (vi) The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor consisting of the Priority Collateral Trustee for the benefit of the Holders of the NotesPublications, holders of other Priority Lien Obligationsboth now or hereafter existing, their copyright and trademarks, shall be promptly turned over to the extent required bySecured Party's possession, management and with the Lien priority required under, control in such manner as the Secured Debt DocumentsParty shall direct.

Security Interest. The due Notwithstanding any term or provision to the contrary herein or in any document of acceptance from Purchaser, the Seller expressly retains, and punctual payment Purchaser hereby grants to Seller, as security for all obligations of Purchaser to Seller hereunder and under any other contract, note, invoice, account or other document or instrument (collectively, the “indebtedness”), a security interest in the personal property described herein, together with all additions, accessions and substitutions thereto and proceeds thereof under all applicable provisions of the principal ofPersonal Property Security Act (Ontario) along with other provinces in which the Purchaser carries on business (the “PPSA”). At Seller’s option, premium Xxxxxxxxx further agrees to execute a financing statement(s) to perfect Seller’s interest therein and upon Purchaser’s default under any of the terms hereof, Seller may, at its option, exercise all rights and remedies provided under the PPSA as a secured party, as that term is defined therein. Xxxxxxxxx agrees to pay Seller all loss, cost or expense incurred in the collection of the price of the goods, including but not limited to, attorney’s fees and court costs and interest at the rate of ten percent (if any10%) and interest(or at the highest rate allowable by law, if anywhichever rate shall be lesser) on the amount due hereunder from due date until paid. Purchaser shall not attempt to sell, onencumber, the Notes when and as assign or transfer any interest in said property, or remove the same or any part thereof from the county to which the mold is first shipped within the Province of Ontario or other province) without the written consent of the secured party. If the Purchaser shall pay or cause to be paid to the Seller all Indebtedness, then such security interest shall be due void and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, of no further effect. Purchaser shall execute any and all documents pursuant to this paragraph regarding the security interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended required from time to time in accordance by Seller. Purchaser hereby irrevocably appoints Seller (which appointment is coupled with their terms and authorizes and appoints Wilmington Trust, National Association an interest) as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and its attorney-in-fact to perform its obligations and exercise its rights thereunder in accordance with respect all acts deemed necessary by Seller to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee perfect the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentscreated herein.

Security Interest. The due and punctual payment In consideration of the principal ofcovenants and agreements contained herein, premium (if any) and interest, if any, on, the Notes when and as the same shall be due a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to Landlord a continuing security interest in and payableto all property of any kind or description, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees)personal property left by Tenant at the Premises, according the security deposit, if any, and any advance rent payment or other deposit, now in or hereafter delivered to or coming into the terms hereunder possession, custody or thereunder, are secured as provided herein and in the Security Documents. Each Holdercontrol of Landlord, by its acceptance or for the account of Tenant, in any manner and for any purpose, together with any increase in profits or proceeds from such property. The security interest granted to Landlord hereunder secures payment and performance of all obligations of Tenant under this Lease now or hereafter arising or existing, whether direct or indirect, absolute or contingent, or due or to become due. In the event of a Notedefault under this Lease which is not cured within the applicable grace period, consents if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the Commonwealth of Virginia Commercial Code and otherwise available at law or in equity, including, but not limited to, the right to retain as damages the personal property, security deposit and other funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of the Security Documents (includingthis Section, or as otherwise reasonably requested by Landlord, including without limitation, the provisions providing for foreclosure execution of a UCC-1 financing statement. Landlord's rights under this Section are in addition to Landlord's rights under Sections 5 and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect 13. Notwithstanding anything to the provisions thereof. Each contrary contained in Section 57 of the Issuers consents and agreesLease, and any Guarantor will consent and agree, the security interest granted by Tenant to Landlord shall be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver subordinate to the Trustee copies security interest, if any, granted to Tenant's lenders in the ordinary course of all documents delivered Tenant's business. At Tenant's request, Landlord shall execute a lien waiver, the form of which shall be reasonably satisfactory to the Priority Collateral Trustee pursuant to the Security DocumentsLandlord, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the waiving Landlord's security interest in the Collateral contemplated by the Security Documents or collateral described in any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentssuch lien waiver.

Security Interest. The due and punctual payment of the principal of, premium (if any) and interest, if any, on, Obligations under the Notes when will be secured by a perfected Lien on the Company’s and as the same shall be due and payableeach Guarantor’s right, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, title and interest on in, to and under the overdue principal ofCollateral, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and having priority specified in the Security Collateral Documents. Each Holder, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, terms. The Company and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will shall deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Collateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Collateral Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes and the Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuers Company and each Guarantor will take, and will cause any Guarantors to take, take any and all actions (including those requested by the Trustee or the Collateral Trustee) reasonably required to cause the Security Collateral Documents to create and maintain, as security for the Priority Lien Obligationsobligations of the Company and each Guarantor hereunder, a valid and enforceable perfected Lien having priority specified in the Collateral Documents in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders Secured Parties. Each Holder, by accepting a Note, will be deemed to have authorized and consented to the appointment by the Trustee of the Notes, holders of other Priority Lien ObligationsCollateral Trustee in Section 14.02 and to have irrevocably authorized the Collateral Trustee, to act as its agent under the extent required byCollateral Documents and to have irrevocably authorized the Collateral Trustee to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Collateral Documents or other documents to which it is a party, together with any other rights, powers and discretions as are reasonably incidental thereto and (ii) execute each document expressed to be executed by the Lien priority required under, the Secured Debt DocumentsCollateral Trustee on its behalf.

Security Interest. (a) The due and punctual payment parties to this Amendment intend that the conveyance of the principal Collateral by the Borrower to the applicable Purchasers be treated as sales for all purposes other than financial accounting purposes. If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Amendment and the Sale and Servicing Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Borrower under Applicable Law. In addition to, and not in limitation of, premium (if any) and interest, if any, onany ownership interest now or hereafter acquired by any Purchasers, the Notes when Borrower hereby transfers, conveys, assigns and grants as of the Thirteenth Amendment Effective Date to the Trustee, for the benefit of the Secured Parties, a lien and continuing security interest in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) all Collateral (including any Hedging Agreements), whether now existing or hereafter arising or acquired by the Borrower, and wherever the same shall may be due located, to secure the prompt, complete and payableindefeasible payment and performance in full when due, whether on an Interest Payment Dateby lapse of time, at maturity, by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to Aggregate Unpaids of the Holders or the Trustee Borrower arising in connection with this Amendment, and the Notes (Sale and Servicing Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Aggregate Unpaids. The assignment under this Section 2(a) and under Section 9.1 of the Sale and Servicing Agreement does not constitute and is not intended to result in a creation or an assumption by the Trustee, the Administrative Agent, the Purchaser Agents, any Note Guarantees)Hedge Counterparty, according the Liquidity Banks or any of the Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the terms hereunder or thereundercontrary notwithstanding, are secured as provided herein and in (a) the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees Borrower shall remain liable under the Collateral to the terms extent set forth therein to perform all of the Security Documents (including, without limitation, the provisions providing for foreclosure its duties and release of Collateral) as obligations thereunder to the same may be in effect or may be amended from time to time in accordance with their terms extent as if this Amendment and authorizes the Sale and appoints Wilmington TrustServicing Agreement had not been executed, National Association as (b) the Trustee and as exercise by the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required underAdministrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Debt DocumentsParty shall have any obligations or liability under the Collateral by reason of this Amendment or the Sale and Servicing Agreement, nor shall the Administrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Security Interest. The due Beneficiary hereby appoints the Escrow Agent as its collateral agent to act as secured party for the sole and punctual payment exclusive benefit of the principal ofBeneficiary with respect to each Escrow Asset in its possession or under its control. In such capacity, premium (if any) and interest, if any, onin addition to any other capacity in which it shall act hereunder, the Notes when Escrow Agent shall act as bailee or agent for the Beneficiary for the purpose of perfecting the Beneficiary’s security interest in each Escrow Asset, and that the Escrow Agent shall follow the instructions of the Beneficiary and shall take such actions with respect to each Escrow Asset as the same shall be due Beneficiary may require to create, continue or perfect the Beneficiary’s security interest in each Escrow Asset. Without limiting the provisions of this Escrow Agreement relating to the Escrow, the Grantor hereby grants a security interest in each of the Escrow Assets to the Escrow Agent as secured party for the sole and payableexclusive benefit of the Beneficiary, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, to secure the timely and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes complete payment and performance of all other obligations of the Issuers Obligations, whether in whole or in part, due or to become due, now existing or hereafter arising, and all modifications, renewals, extensions, rearrangements, substitutions and replacements of the Obligations. All of the Escrow Assets that are delivered to the Escrow Agent shall constitute collateral security for any and all of the Obligations on the terms provided herein. The Grantor hereby transfers to the Escrow Agent as secured party for the sole and exclusive benefit of the Beneficiary exclusive control of (i) the Operating Account and each other account into which any Escrow Asset may be deposited or transferred and any Guarantors and all funds and other property on deposit therein and (ii) each other Escrow Asset. The Grantor agrees that the Escrow Agent, as secured party for the sole and exclusive benefit of the Beneficiary, shall be entitled to direct the management and disposition of each Escrow Asset without further consent of the Grantor; provided, that the Beneficiary hereby authorizes the Escrow Agent to follow the directions of the Grantor with respect to the Holders Escrow Assets to the extent and in the manner otherwise provided for herein. No Escrow Asset shall be deposited in any deposit account or securities account that is not a deposit account or securities account of the Trustee Escrow Agent unless the depositary or securities intermediary has executed a control agreement satisfactory to the Beneficiary. As long as the Escrow Assets are pledged to the Escrow Agent for the sole and exclusive benefit of the Notes Beneficiary, (i) the Escrow Agent waives any right to invade the Escrow Assets for any purpose not expressly provided for in this Escrow Agreement, including, without limitation, to cover margin debits or calls in any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms other account of the Security Documents Grantor and (includingii) the Escrow Agent waives and subordinates, without limitationin favor of the Beneficiary, any security interest, lien or right of setoff the provisions providing for foreclosure and release of Collateral) as the same Escrow Agent may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance have with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewithEscrow Assets. The Issuers will deliver to the Trustee copies Escrow Agent acknowledges that it has not received notice of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the any other security interest in the Collateral contemplated by Escrow Assets. In the Security Documents or event any part thereofsuch notice is received, as from time to time constitutedthe Escrow Agent shall promptly notify the Beneficiary, so as to render and the same available for shall constitute a Default. The Grantor agrees that, except as created by this Escrow Agreement, it shall not suffer to exist any Lien on the security Escrow Assets. The Beneficiary may require, in its sole discretion, in order to secure the timely and benefit complete payment of this Indenture each and all of the Notes. The Issuers will takeObligations, and will cause any Guarantors the Grantor agrees at the Beneficiary’s request to take, any specific action advisable to assign, transfer and all actions reasonably required grant, convey and deliver to cause the Security Documents to create and maintain, Escrow Agent as security secured party for the Priority Lien Obligations, a valid sole and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the exclusive benefit of the Holders Beneficiary, a perfected, continuing first priority security interest in each or any of Escrow Assets and all of the Notesproceeds thereof, holders and the Grantor shall make, and authorizes and instructs the Escrow Agent to make, all necessary and appropriate filings (including the filing of other Priority Lien ObligationsUCC-1 financing statements), to ensure that the extent required byEscrow Agent for the sole and exclusive benefit of the Beneficiary at all times has a perfected first priority security interest in all of the right, title and interest of the Grantor in and to each Escrow Asset. In addition, the Beneficiary may require, in its sole discretion, and with the Grantor agrees at the Beneficiary’s request to take, all such actions as the Beneficiary deems advisable to ensure that it is the record and beneficial owner of the Escrow Assets, having good title to each Escrow Asset, free and clear of any Lien other than the Lien priority created by this Escrow Agreement . In the event that a Default shall occur, including without limitation the failure of the Grantor to make any payment in respect of the Obligations required underto be made by it, the Secured Debt DocumentsEscrow Agent as a secured party for the sole and exclusive benefit of the Beneficiary shall have the right to exercise all remedies of a secured party with respect to each Escrow Asset under the UCC or other applicable law.

Security Interest. The due (a) As collateral security for the prompt and punctual complete payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance when due of all other its obligations of the Issuers and owing to any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees Secured Party pursuant to the terms of the Security Documents (includingeach Finance Document to which a Trinidad Finance Party is a party to, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, Funding Company and each Holder directs the Trustee to enter (Trinidad Finance Party have pledged, assigned, hypothecated and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect transferred to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee Agent for the benefit of the Holders Secured Parties, and have granted to the Collateral Agent a Lien on and security interest in and to, and in furtherance thereof hereby pledges, assigns, hypothecates and transfers to the Depositary Bank for the benefit of the NotesSecured Parties, holders and hereby grants to Depositary Bank a Lien on and security interest in and to (i) each Trinidad Depositary Account and (ii) all cash, investments and securities at any time on deposit in any Trinidad Depositary Account, including all income or gain earned thereon. The Depositary Bank is the agent of other Priority the Collateral Agent for the purpose of receiving payments contemplated hereunder and for the purpose of perfecting the Lien Obligationsof the Collateral Agent for the benefit of the Secured Parties, in and to each Trinidad Depositary Account and all cash, investments and securities and any proceeds thereof at any time on deposit in each Trinidad Depositary Account; PROVIDED that the Depositary Bank shall not be responsible to take any action to perfect such Lien except through the performance of its express obligations hereunder or upon the written direction of the Collateral Agent complying with this Agreement. Each Trinidad Depositary Account shall at all times be in the exclusive possession of, and under the exclusive domain and control of, the Depositary Bank, as agent for the Collateral Agent. The Depositary Bank shall not change the name or account number of any of the foregoing Trinidad Depositary Accounts or sub-accounts without giving prior notification to the extent required byCollateral Agent, Funding Company and with the Lien priority required under, the Secured Debt DocumentsTrinidad Finance Parties.

Security Interest. The due Customer hereby grants to Xxxxxxx a first priority security interest in and punctual to Customer’s inventory of petroleum products (the “Collateral”) to secure (a) the payment and performance by Customer and Guarantor of the principal ofcovenants and agreements contained herein; (b) any and all other indebtedness or obligations now or hereafter incurred or arising pursuant to the provisions of this Agreement or any other agreement or contract between Customer and Xxxxxxx or any of its affiliates (such performance, premium (if any) payments, and/or obligations hereinafter collectively referred to as "Obligations"). This security interest is intended to be a Purchase Money Security Interest in inventory, and Customer authorizes Xxxxxxx to send proper notice thereof to any secured parties with conflicting security interests in Customer’s inventory as permitted under the Uniform Commercial Code. This Agreement shall also secure any and all renewals or extensions of the whole or any part of the Obligations, however evidenced, with interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Datenecessary, at maturity, by acceleration, repurchase, redemption or otherwisesuch lawful rate as may be agreed upon, and interest on any such renewals or extensions or any change in the overdue principal of, premium (if any) and interest, if any, on terms shall not impair in any manner the Notes and performance validity of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee priority of this Agreement, nor release Customer from liability for the Obligations. Customer authorizes Xxxxxxx, at the expense of Xxxxxxxx, to execute and file financing statements and/or fixture filings in those public offices deemed necessary by Xxxxxxx to perfect its security interest established hereby. Upon the Notes (includingoccurrence of any default in timely payment of Obligations by Customer or as otherwise described in this Agreement, without limitationand at any time thereafter, any Note Guarantees), according Xxxxxxx shall have the remedies of a secured party under the Uniform Commercial Code as adopted in New Jersey. Xxxxxxx may require Customer to assemble the terms hereunder or thereunder, are secured as provided herein Collateral and in the Security Documentsmake it available to Xxxxxxx at a location which is reasonably convenient to Xxxxxxx. Each HolderXxxxxxx may peaceably, by its acceptance of a Noteown means or with judicial assistance, consents and agrees enter the property on which the Collateral is located in order to the terms take possession of the Security Documents (including, without limitation, the provisions providing for foreclosure Collateral and release of Collateral) as the same may be in effect Customer will not resist or may be amended from time to time in accordance interfere with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsaction.

Security Interest. The due and punctual payment of the principal of, premium (if any) and intereston, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption redemption, prepayment, demand or otherwise, and interest on the overdue principal of, premium (if any) and intereston, if any, on or interest on, the Notes and performance of all other obligations of the Issuers Company and any the Guarantors to the Holders of Notes or the Trustee and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of CollateralShared Collateral and entry into the Intercreditor Agreement) as the same may be in effect or may be amended or otherwise modified from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder authorizes and directs the Trustee to enter (into the Collateral Trust Agreement and to direct perform its obligations and exercise its rights thereunder in accordance therewith and the Priority authorizes and directs the Collateral Trustee to enter) enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereoftherewith. Each The Company and each of the Issuers Guarantors consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Company will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Shared Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers Company will take, and will cause any Guarantors its Subsidiaries to take, any and all actions reasonably required to cause (i) the Security Documents to create and maintain, as security for the Priority Shared Lien Obligations, a valid and enforceable perfected security interest and continuing Lien in and on all of the Shared Collateral in favor of the Priority Collateral Trustee for the benefit of the Trustee, the Holders of Notes and the Notes, holders of other Priority Shared Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsShared Lien Documents and (ii) the Escrow Agreement to create and maintain a valid and enforceable exclusive first priority security interest and continuing lien in and on the Escrow Collateral in favor of the Trustee for the benefit of the Trustee and the Holders of the Notes, to the extent required by the Escrow Agreement.

Security Interest. The due Applicant hereby grants to NMC a purchase money security interest to secure payment, performance and punctual payment satisfaction of all present and future debts, obligations or other indebtedness of Applicant to NMC in the following property: all of Applicant’s products, equipment or inventory now or hereafter acquired from NMC, together with all additions, accessories, attachments, parts and equipment now or hereafter affixed thereto or used in connection therewith and all substitutions, replacements and proceeds of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateforegoing. Applicant, at maturityApplicant’s sole cost and expense, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium hereby irrevocably (if anya) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended authorizes NMC from time to time in accordance with their terms to file a copy of any initial financing statements, continuation statements and any amendments thereto to perfect its security interests, (b) authorizes and appoints Wilmington Trust, National Association as NMC to notify other creditors of Applicant to the Trustee and as the Priority Collateral Trusteeextent necessary to perfect its security interests, and each Holder directs the Trustee (c) agrees to enter (provide any other information required to make any such filings and to direct the Priority Collateral Trustee cooperate with NMC and take all necessary actions, including without limitation, executing any and all additional documents, or taking such action requested by NMC to enter) into the Security Documents avail itself, in addition to all other rights and to perform its obligations and exercise its rights thereunder remedies available at law, in accordance with respect to the provisions thereof. Each of the Issuers consents and agreesequity or as contemplated herein, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to rights and remedies of a holder of a purchase money security interest under the Priority Collateral Trustee pursuant to Uniform Commercial Code. Applicant shall provide NMC with not less than forty-five (45) days’ prior written notice of any name change, change in place of business, or, if more than one, its chief executive office, or its mailing address, its organizational number, type of organization, jurisdiction of organization or other legal structure. Applicant hereby appoints NMC as Applicant’s attorney-in-fact for the Security Documents, and will do or cause to be done all such acts and things as may be required by purposes of carrying out the provisions of this section and taking any action and executing any instrument which NMC may deem necessary or advisable to accomplish the Security Documentspurposes hereof, to assure which appointment is irrevocable and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and coupled with the Lien priority required under, the Secured Debt Documentsan interest.

Security Interest. The due If the Shareholder Approval is not obtained at the Annual Meeting and punctual payment either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the principal ofCompany’s Common Stock over which the Holder had, premium (if any) and interest, if any, on, immediately prior to the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations execution of the Issuers and any Guarantors to the Holders Note Purchase Agreement, direct or the Trustee and the Notes (includingindirect voting power, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for Proposals or (ii) the benefit Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above: The principal amount of this Note then outstanding, all accrued but unpaid interest and all other obligations owing by the Company pursuant to this Note and the other Transaction Documents, shall immediately be secured by a first priority security interest in all assets of the Holders Company and the stock of the Notesall of its subsidiaries, holders of other Priority Lien Obligationsin all cases, to the extent required bypermitted by any applicable court order, contract, mortgage, credit agreement or other agreement binding upon or applicable to the Company, its subsidiaries or their respective assets (a "Security Interest"). In the event that the Shareholder Approval is obtained at any time within 180 days after the Annual Meeting, any such Security Interest shall terminate on the date immediately following the date that such Shareholder Approval is obtained, and the Holder shall take all actions necessary to cause the termination of any such Security Interest. The Company and the Holder shall promptly enter into customary collateral agreements, which are consistent with the Lien priority required underterm sheet attached hereto as Exhibit C and otherwise reasonably acceptable to the Company and the Holder, granting such Security Interest and providing for the perfection thereof, within 45 days after the date hereof; provided, however, that such agreements shall not become effective unless and until the Company fails to obtain the Shareholder Approval at the Annual Meeting. Notwithstanding the foregoing, if the Holder has not purchased $12 million of notes pursuant to the Note Purchase Agreement, the Secured Debt DocumentsCompany will, after execution of inter-creditor agreements described below, be permitted to grant a Security Interest to investors in subsequent financings (each a "Subsequent Financing") for a principal amount not to exceed, in the aggregate for all such investors, the difference between $12 million and the funds invested by the Holder pursuant to the Note Purchase Agreement. If a Security Interest is granted to the investors in a Subsequent Financing, then the Security Interest granted with respect to this Note shall be pari passu with any such other Security Interest, and the Holder agrees to execute a customary inter-creditor agreement and other documents reasonably required to effect such parity, which in all cases must be on terms reasonably acceptable to the Holder and consistent with the terms of any collateral agreements described above. The Company shall notify the Holder at least five Business Days in advance of any potential Subsequent Financing. The Holder may elect to purchase additional notes (in the form of this Note) in a principal amount equal to such Subsequent Financing and the Company will not consummate such Subsequent Financing. Subject only to the Security Interests described above, the Company will not grant any security interest or otherwise encumber any assets of the Company or its subsidiaries, including the stock of any such subsidiaries, without the Holder’s prior written consent, which consent may not be unreasonably withheld. If this Note is secured by the Security Interest (whether or not on a pari passu basis), the Company may incur additional unsecured debt without any consent of the Holder.

Security Interest. The due As security for any and punctual payment all Obligations, you shall be entitled to hold and we hereby grant to you a continuing general lien upon, security interest in and to, and right of set off on or against any or all of the principal offollowing, premium whether now or hereafter existing or acquired, and wherever located (if any) collectively, the "Collateral"): our reserves, instruments, documents, notes, bills and interestchattel paper, proceeds of insurance, other forms of obligations owing to us, bank and other deposit accounts, general intangibles (including without limitation all tax refunds, contract rights, trade names, trademarks, trade secrets, customer lists, and all other licenses, rights, privileges and franchises), all balances, sums and other property at any time to our credit or in your possession or in the possession of any of your Affiliates, together with all merchandise the sale of which resulted in the creation of Receivables and in all such merchandise that may be returned by customers and Receivables, if anyand to the extent we are deemed to have any rights therein, onwhether or not specifically assigned to you, and all books and records relating to any of the foregoing, including the cash and non-cash proceeds of all of the foregoing. We represent, warrant and covenant to you that we 2 now have, and shall at all times continue to have, good and marketable title to all of the Collateral, free and clear of any and all liens, security interests and encumbrances. You shall have the right and are hereby irrevocably authorized at any time to charge to us the amounts of any and all Obligations, whether or not then due, and, upon the demand of any of your Affiliates, to pay over to such Affiliate any amounts owing to them by us. We shall execute and deliver to you all financing statements and other documents and instruments that you may request to perfect, protect or establish your security interest hereunder and we authorize you to execute and file any financing statements covering such security interest without our signature or, if you so elect, signed in our name by you, and you are hereby irrevocably appointed our attorney-in-fact to do so. We shall reimburse you for, and you shall be entitled to charge us with, all costs and expenses incurred by you in connection with the preparation, execution, administration and enforcement of this Agreement, or to enforce any of the Obligations, or in the prosecution or defense of any action, involving you or us, concerning any matter growing out of or in any manner relating to this Agreement, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption Receivables or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and Collateral or any Guarantors to the Holders or the Trustee and the Notes (Obligation whatsoever including, without limitation, any Note Guaranteesall reasonable fees and expenses of your attorneys (including inhouse counsel), according to incurred in connection with the terms hereunder or thereunderforegoing, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be those incurred in effect connection with any state court insolvency case or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trusteeproceeding or federal bankruptcy case or proceeding, and each Holder directs the Trustee to enter all fees and costs in connection with public record searches and filings, investigation, accounting and periodic field examination fees and expenses (whether from your own or outside investigators, auditors or examiners) and to direct the Priority Collateral Trustee to enter) into the Security Documents all other costs and to perform its obligations and exercise its rights thereunder in accordance expenses with respect to the provisions thereof. Each of the Issuers consents and agreesthereto, whether or not a legal action is commenced by or against us, and if such action is commenced, whether or not judgment is obtained. Recourse to security or any Guarantor will consent Collateral shall not at any time be required and agree, we shall at all times remain liable for the repayment on demand to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies you of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.

Security Interest. The due Company hereby pledges, assigns and punctual payment grants to the Trustee, for the benefit of the principal ofholders of the Notes, premium (if any) a present and interest, if any, oncontinuing first priority security interest in the Escrow Account, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers Escrow Funds and any Guarantors proceeds therefrom (subject only to Escrow Agent’s right of reimbursement of indemnification, fees and expenses from the Holders or Escrow Funds, as contemplated by Sections 7 and 8) to secure the Trustee Company’s obligations under the Indenture and the Notes (including without limitation its obligation to pay an amount of cash equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Final Escrow Redemption Date). The Company agrees that it shall do, execute, acknowledge, deliver, record, file and register any and all such acts, deeds, certificates, assurances, agreements and other instruments (including without limitation security agreements, collateral agreements, financing statements, and lien and pledge instruments) as are in the opinion of the Trustee reasonably necessary to give effect to the foregoing sentence. Without limitation to the foregoing, the Company hereby authorizes the Trustee, without the signature of or further authorization or consent from the Company, to file such financing statements in such jurisdictions as are in the opinion of the Trustee reasonably necessary to further perfect the security interests granted herein. Upon disbursement of the Escrow Funds in accordance with Section 4, the security interest of the Trustee will automatically terminate with respect to any such Escrow Funds released without any further action and such released Escrow Funds will be delivered to the recipient free and clear of any and all liens, claims or encumbrances of any person, including, without limitation, any Note Guarantees)Escrow Agent, according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and holders of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause Upon the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor disbursement of the Priority Collateral Trustee for Escrow Funds in accordance with Section 4, the benefit Company shall file such termination statements in such jurisdictions as are in the opinion of the Holders of Company necessary to terminate the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentssecurity interests granted herein.

Security Interest. The due To secure all of Merchant's present and punctual payment future obligations to TransFirst, its Third-Party Sender, and the ODFI (TransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Merchant's funds now or hereafter in the possession of the principal ofSecured Party, premium and (if anyv) all amounts now or hereafter owing to Merchant under this Agreement . Each Secured Party is hereby authorized (and interestany related notice and demand are hereby expressly waived), if anyto set off, onrecoup and to appropriate and to apply any and all such amounts owing, the Notes when funds held, account balances and as the same shall be due other Collateral against and payableon account of Merchant's obligations un der this Agreement, whether on an Interest Payment Datesuch obligations are liquidated, at maturityunliquidated, by accelerationfixed, repurchasecontingent matured or unmatured. In the case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Xxxxxxxx hereby agrees that Secured Party shall have control thereof and the Notes depository will (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the Security Documentsdeposit account without further consent by Xxxxxxxx. Each Holder, by its acceptance of a Note, consents and Xxxxxxxx agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure duly execute and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all Secured Party such additional instruments, documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things agreements as may be required by reasonably requested to perfect and confirm the provisions liens, security interests in deposit accounts and other Collateral set forth in this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Xxxxxxxx's name describing any or all of the Security Documents, Collateral and take such other action as they may require in order to assure perfect their liens and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsinterests therein.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations Notes Obligations of the Issuers Issuer and any the Guarantors to the Holders or and the Trustee and the Notes under this Indenture (including, without limitation, any the Note Guarantees), the Notes and the Security Documents, according to the terms hereunder under this Indenture or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethe Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral) and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents (including, without limitation, the Intercreditor Agreement) and to perform its obligations and exercise its rights thereunder in accordance with respect to therewith. The Trustee, in its capacity as Authorized Representative for the provisions thereof. Each Notes Obligations, and each Holder acknowledges and agrees that upon such Authorized Representative’s entry into the Intercreditor Agreement, such Authorized Representative and each Holder, by its acceptance of the Issuers consents Notes, will be subject to and agrees, and any Guarantor will consent and agree, to be bound by the terms provisions of the Security Documents, Intercreditor Agreement as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewithNotes Secured Parties. The Issuers Issuer will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers Issuer will take, and will cause any Guarantors its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsNotes Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee Agent for the benefit of itself, the Holders Trustee and the Holders, equally and ratably with all Indebtedness owing under the Existing Credit Agreements, superior to and prior to the rights of the Notesall third Persons and subject to no other Liens than Permitted Liens, holders of other Priority Lien Obligationsin each case, to the extent required byby the Security Documents and subject to the Intercreditor Agreement. From and after the Issue Date, if the Issuer or any Subsidiary Guarantor is required to pledge additional collateral under the Existing Credit Agreements and security agreements related thereto, the Indenture or any Security Document (excluding assets not required to be Collateral pursuant to the Indenture or the Security Documents), the Issuer or such Subsidiary Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under the Indenture or any Security Document to vest in the Collateral Agent a perfected security interest (subject to Permitted Liens) in such additional collateral and to take such actions to add such additional collateral to the Collateral, and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such additional Collateral to the same extent and with the Lien priority required under, the Secured Debt Documentssame force and effect.

Security Interest. The due To secure the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement, the Transaction Documents or any other document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors Seller hereunder or thereunder, whether for Capital, Yield, Fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the “Obligations”), the Seller hereby assigns to the Holders or the Trustee Program Agent for its benefit and the Notes ratable benefit of the Conduit Purchasers, the Committed Purchasers and the Group Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Conduit Purchasers, the Committed Purchasers and the Group Agents, a security interest in, all of the Seller’s right, title and interest in and to the following (collectively, the “Collateral”) (a) the Sale Agreement, including, without limitation, any Note Guarantees), according (i) all rights of the Seller to receive monies due or to become due under or pursuant to the terms hereunder Sale Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreement, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Sale Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Sale Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, are secured as provided herein (b) all Transferred Assets, whether now owned and in the Security Documents. Each Holderexisting or hereafter acquired or arising, by its acceptance of a Noteand all other assets, consents and agrees to the terms of the Security Documents (including, without limitation, accounts, chattel paper, instruments, investment property, securities, payment intangibles and general intangibles (as those terms are defined in the provisions providing for foreclosure and release of Collateral) as the same may be UCC), including undivided interests in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each any of the Issuers consents and agreesforegoing, and any Guarantor will consent and agree, to be bound by the terms (c) all of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security Seller’s interest in the Collateral contemplated CNB Customer Deposit Accounts and AOT Securities Accounts, (d) the Seller’s Account and any other deposit accounts of the Seller, (e) all other assets of the Seller, including, without limitation, all accounts, chattel paper, goods, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York), including undivided interests in any of the foregoing, owned by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security Seller and benefit of not otherwise purchased under this Indenture and of the Notes. The Issuers will takeAgreement, and will cause any Guarantors (f) to takethe extent not included in the foregoing, all Proceeds of any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsforegoing.

Security Interest. The due Company hereby pledges, hypothecates, and impresses the Pledged Collateral with a lien in favor of the Issuer, and grants to the Issuer a security interest in the Pledged Collateral, in each case to secure the punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security DocumentsObligations. Each Holder, by its acceptance of a Note, consents The Company covenants and agrees to the terms of the Security Documents that (including, without limitation, the provisions providing for foreclosure and release of Collaterali) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions Pledged Collateral consisting of each Collateral Account, the property held therein and any and all proceeds thereof. Each , the Issuer has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Issuer shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Issuer to have sole and exclusive control over such Pledged Collateral; (ii) it shall not sell, transfer, assign, or otherwise dispose of any of the Issuers consents and agrees, and any Guarantor will Pledged Collateral without the prior written consent and agree, to be bound by the terms of the Security DocumentsIssuer except in connection with substitutions, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies roll-overs or reinvestments of all documents delivered to the Priority Pledged Collateral Trustee permitted pursuant to Section 8.06(b) and provided that, after giving effect to such substitutions, the Security Documents, and will Company is in compliance with the covenant contained in Section 5.08; (iii) it shall do or cause to be done all such acts things necessary to preserve and things as may be required by keep in full force and effect the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the perfected first priority security interest in the Pledged Collateral contemplated by granted to the Security Documents Issuer hereunder (subject to laws affecting creditor’s rights, generally); (iv) it shall not create or any part thereof, as from time to time constituted, so as to render permit the same available for existence of liens or security interests in the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Pledged Collateral in favor of third parties other than Permitted Statutory Liens and the Priority Custodial Lien and Set-Off Rights; (v) it shall not take any action or omit to take any action that would result in the termination of any Control Agreement without the prior consent of the Issuer and it shall otherwise comply in all respects with the provisions of each Control Agreement; and (vi) with respect to the Collateral Trustee Accounts, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsCompany.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations Notes Obligations of the Issuers Issuer and any the Guarantors to the Holders or the Trustee and the Notes under this Indenture (including, without limitation, any the Note Guarantees), the Notes and the Security Documents, according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethe Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral) and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington Trust, National Association as directs the Trustee and as the Priority Collateral Trustee, Agent to perform their obligations and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into exercise their rights under the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to (including, without limitation, the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder Intercreditor Agreement) in accordance therewith. The Issuers will deliver Trustee, in its capacity as Authorized Representative (and for purposes of Article 12 herein, as Additional Pari Passu Representative (as defined in the Intercreditor Agreement)) for the Notes Obligations, and each Holder acknowledges and agrees that upon the Trustee's (in such capacity as Authorized Representative) entry into the Joinder Agreement, dated as of the Issue Date (the “Intercreditor Joinder Agreement”), to the Trustee copies of all documents delivered to Intercreditor Agreement, the Priority Collateral Trustee pursuant to the Security DocumentsTrustee, as Authorized Representative, and each Holder, by its acceptance thereof, will be subject to and bound by the provisions of the Intercreditor Agreement as “Pari Passu Secured Parties” (as defined in the Intercreditor Agreement). The Issuer will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, Documents to assure and confirm to the Priority Trustee and the Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers Issuer will take, and will cause any Guarantors its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsNotes Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee Agent for the benefit of itself, the Holders of Trustee and the NotesHolders, holders of equally and ratably with all Indebtedness owing under the XHR Credit Agreements and any other Priority Additional Pari Passu Lien Obligations, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens, in each case, to the extent required by, by the Security Documents and with subject to the Lien priority required under, Intercreditor Agreement (it being understood that the Secured Debt DocumentsTrustee has no duty to make such request).

Security Interest. (a) The due and punctual payment of the principal of, premium (if any) ), and interest, if any, interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) ), and interestinterest on, if any, on the Notes and performance of all other obligations Indenture Obligations of the Issuers and any Guarantors to the Holders or the Trustee Issuer and the Notes (including, without limitation, any Note Guarantees)Guarantors, according to the terms hereunder or thereunderand under the other Indenture Documents, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral and the amendments, supplements, consents, waivers and other modifications thereto without the consent of the Holders) as the same may be in effect or may be amended from time to time in accordance with their terms terms, and authorizes and appoints Wilmington Trust, National Association Association, as the Trustee and as the Priority Notes Collateral TrusteeAgent, and each Holder hereby directs the Trustee Notes Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to therewith. The Issuer and the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will Guarantors consent and agree, agree to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its their respective obligations thereunder in accordance therewith. The Issuers will Issuer shall deliver to the Trustee copies of all documents delivered to the Priority Notes Collateral Trustee Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, Documents to assure and confirm to the Priority Notes Collateral Trustee Agent the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will Issuer shall take, and will shall cause any Guarantors its Restricted Subsidiaries to take, any and all actions reasonably required necessary to cause the Security Documents to create and maintain, as security for the Priority Lien Indenture Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Notes Collateral Trustee Agent for the benefit of the Holders of and the Notes, holders of other Priority Lien ObligationsTrustee, to the extent required by, and with the Lien priority required under, the Secured Debt Indenture Documents. All of the rights, protections and benefits granted to the Trustee hereunder shall inure to the benefit of and be enforceable by the Notes Collateral Agent hereunder and under the Security Documents.

Security Interest. (a) The due parties hereto intend that the Trustee, in its capacity as trustee, is and punctual payment at all times shall be the owner of and entitlement holder with respect to the securities account constituting part of the principal of, premium (if any) Trust Account and interestthe assets credited thereto for the benefit of the Beneficiary in accordance with this Trust Agreement and that the Trustee otherwise be the owner or, if any, onapplicable, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance holder of legal title to all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended assets held from time to time in accordance with their terms and authorizes and appoints Wilmington Trustthe Trust Account. Additionally, National Association as in order to secure the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its Grantor’s obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of Beneficiary under the Issuers consents and agreesCoinsurance Agreement, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver Grantor hereby grants to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders Beneficiary a first priority perfected security interest in all of the NotesGrantor’s right, holders of other Priority Lien Obligationstitle and interest in, to and under the extent required byfollowing property, whether now owned or existing or hereafter acquired or arising and wheresoever located (collectively, the “Collateral”): (i) the Trust Account and the Trust Assets, including investment property, securities, investments, instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to the Trust Account or (y) otherwise conveyed to the Trustee by the Grantor; (ii) all cash and other financial assets credited to the Trust Account and all security entitlements (within the meaning of Section 8-102(a) of the UCC) related to or arising therefrom; and (iii) all proceeds of, all supporting obligations relating to, and with all security interests, mortgages or other liens securing, any of the Lien priority required underforegoing, and agrees that this Trust Agreement shall constitute a security agreement under Applicable Law. In furtherance of the preceding sentence, the Secured Debt DocumentsTrustee acknowledges that all Collateral conveyed to the Trustee is held for the benefit of the Beneficiary. Any amounts withdrawn from the Trust Account in accordance with this Trust Agreement shall be automatically released from, and withdrawn free and clear of, any security interest created herein.

Security Interest. The due (i) In order to secure the performance and punctual payment by Lender of the principal ofits obligations under this Agreement and to insure reimbursement of Manager by Lender of any funds that may be advanced by Manager or any entity (including affiliates of Manager) on Lender’s behalf, premium (if any) Lender hereby grants to Manager a first priority continuing lien and security interest, if anyfree and clear of adverse claims, onin and to all the assets now or hereafter held in the Collateral Account, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers Securities Account and any Guarantors to the Holders property at any time held by an Approved Borrower or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder Manager for Lender’s benefit or thereunder, are secured as provided herein and in which Lender may have an interest or in the Security Documentspossession or control of any third party acting on Manager’s behalf. Each HolderLender hereby authorizes, directs and instructs Custodian to (x) hold all such accounts and assets in its possession on behalf of Manager and subject to such lien and security interest and (y) comply with any instructions originated by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance Manager with respect to the provisions Loaned Securities, the Collateral Account, the Securities Account and/or such assets, including instructions directing that such assets be transferred to Manager or its designee, without further consent of Lender. Lender hereby authorizes Custodian to rely on such written instructions and acknowledges and agrees that Custodian shall be under no duty to inquire into the validity or accuracy thereof. Each In addition, in order to secure the performance and payment by Lender of its obligations under this Agreement and to ensure reimbursement of Lender of any funds that may be advanced by Manager or any entity (including affiliates of Manager) on Lender’s behalf in connection with the Issuers consents transactions contemplated by this Agreement, Lender hereby grants to Manager a first priority continuing lien and agreessecurity interest, free and clear of adverse claims, in and to all of Lender’s rights at any Guarantor will consent time in and agreeto the Collateral Account, the Securities Account and all Loaned Securities that have been loaned to be bound by an Approved Borrower under the terms of any Securities Borrowing Agreement between Lender and such Approved Borrower. Without in any way limiting the Security Documentsforegoing, as Manager shall have the same may be right to set off against and apply any property of Lender now or in effect from time the future held or controlled by Manager against or to time, and agrees satisfy any liability of Manager to perform its obligations thereunder in accordance therewithLender or any obligation of Lender to Manager. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documentslien, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in and right of set off of Manager hereunder shall survive the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit termination of this Indenture Agreement until all amounts due and of the Notes. The Issuers will take, and will cause any Guarantors owing to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien Manager from Lender shall have been paid in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsfull.

Security Interest. The due To further secure the Indebtedness and punctual payment the performance of the principal ofcovenants, premium agreements and obligations of Mortgagor herein, Mortgagor hereby grants to Mortgagee and Mortgagee’s successors and assigns for the ratable benefit of the Beneficiaries, a security interest in all of Mortgagor’s rights, titles and interests in and to the Mortgaged Property insofar as such Mortgaged Property consists of goods, equipment, accounts, contract rights, general intangibles, insurance contracts, insurance proceeds, inventory, Hydrocarbons, as-extracted collateral (if any) including but not limited to all oil, gas, casinghead gas, natural gas liquids, natural gasoline, distillate, liquid hydrocarbons, gaseous hydrocarbons and interest, if any, on, the Notes when all products refined therefrom and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers minerals), fixtures and any Guarantors and all other personal property of any kind or character defined in and subject to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest Uniform Commercial Code presently in effect in the Collateral contemplated by jurisdiction in which the Security Documents Mortgaged Property is situated or that otherwise applies to any part portion of the Mortgaged Property (the “Applicable UCC”) including without limitation, all accessions, additions, and attachments to any thereof, as and the proceeds and products from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required of such personal property (all of the foregoing being herein collectively called the “Collateral”); provided that, for the avoidance of doubt, “Collateral” shall not mean or include any Excluded Property. Upon the occurrence and during the continuance of any Event of Default, Mortgagee is and shall be entitled to cause all of the Security Documents rights, powers and remedies afforded a secured party by the Applicable UCC with regard to create the Collateral in which Mortgagee has been granted a security interest herein, or Mortgagee may proceed as to both the real and maintainpersonal property covered hereby in accordance with the rights and remedies granted under this instrument in respect of the real property covered hereby. Such rights, powers and remedies shall be cumulative and in addition to those granted Mortgagee under any other provision of this instrument or under any other instrument executed in connection with or as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor any of the Priority Collateral Trustee for the benefit of the Holders of the NotesIndebtedness. Mortgagor, holders of other Priority Lien Obligationsas debtor (and in this Article VI and otherwise herein called “Debtor”) covenants and agrees with Mortgagee, to the extent required by, as secured party (and with the Lien priority required under, the in this Article VI and otherwise herein called “Secured Debt Documents.Party”) that:

Security Interest. The due and punctual payment of (i) It shall ensure that at all times as required hereunder the principal of, premium (if any) and interest, if any, onLenders, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Collateral Agent and the Notes (includingCollection Account Agent, without limitationas applicable, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and have a first priority perfected security interest in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees Collateral pledged to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee them pursuant to the Security DocumentsAgreements (it being understood that the security interest under the Mortgage, the Alienação Fiduciária and will do or cause to be done all such acts and things as may be required by the provisions Mercantile Pledge Agreement, shall only become a duly perfected first priority security interest upon registration of the Security DocumentsMortgage, to assure the Alienação Fiduciária and confirm to the Priority Collateral Trustee Mercantile Pledge Agreement as required hereunder and thereunder and that the security interest in the Mortgaged Property will be a second priority security interest until no later than March 31, 2017 and then at all times thereafter will be a first priority security interest); (ii) it shall give, execute, deliver, file, and/or record, any financing statement, notice, instrument, document, agreement or other papers as may be necessary in the judgment of the Collateral contemplated by Agent or the Collection Account Agent, as the case may be to create, perfect, or validate any portion of the security interests granted pursuant to the Security Documents Agreements or any part thereofto enable the Collateral Agent and/or the Collection Account Agent, as from time to time constitutedthe case may be, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders Lenders, to exercise and enforce its rights hereunder and thereunder, and it hereby authorizes the Collateral Agent and the Collection Account Agent to each file financing statements and amendments thereto relative to all or any part of the Notes, holders of other Priority Lien Obligations, Collateral without its signature to the fullest extent required bypermitted by applicable law; (iii) the Borrower shall ensure that copies of the Shipping Documents for each Export Receivable are promptly delivered to the Collateral Agent upon its request; (iv) the Borrower will deliver copies of the Off-take Contracts, together with evidence that notices of assignment of the Shipments to the Collateral Agent under the Security Agreements have been provided to the relevant Eligible Off-takers, and that the relevant Eligible Off-takers have provided acknowledgements of such assignments to the Collateral Agent; (v) the Borrower shall deliver to the Collateral Agent, no later than thirty (30) days after the date of the filing for registration (“protocolo”) of the Mortgage over the Mortgaged Properties, evidence that such Mortgage has been duly registered with the Lien priority required undercompetent Real Estate Registry, (vi) the Borrower shall deliver to the Collateral Agent, no later than thirty (30) days after the date of the filing for registration (“protocolo”) of the Alienação Fiduciária, evidence that the Alienação Fiduciária has been duly registered with the competent registry; (vii) prior to providing any Collateral under the Mercantile Pledge Agreement for purposes of compliance with Section 5(l)(i) hereof, the Secured Debt DocumentsBorrower will provide to the Collateral Agent a copy thereof duly executed by all parties thereto and the protocolo for the Mercantile Pledge Agreement evidencing that it has been duly delivered to the relevant registry office(s) for registration and, no later than thirty (30) days after its execution, deliver to the Collateral Agent evidence satisfactory to the Collateral Agent that the Mercantile Pledge Agreement has been duly registered at the appropriate registry office(s), (viii) the Borrower will, by May 2019, deliver to the Collateral Agent (who will provide a copy to the Lenders) a new appraisal issued by an appraiser acceptable to the Collateral Agent of the Mortgaged Properties and the equipment subject to the Alienação Fiduciária; and (ix) the Borrower will register the Assignment and Security Agreement and each amendment thereto (including each change in Schedule I thereto), and a translation of each thereof, as the case may be, into Portuguese by a sworn translator, at its sole cost and expense, within forty (40) days after the date when there is at least one entry on Schedule I thereto (but in no event later than March 31, 2019), and, in the case of a change to Schedule I thereto, within forty (40) days after such change to such Schedule(s), with the appropriate Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) of the jurisdiction of the Borrower.

Security Interest. The due As security for the payment in full of all BOS Loans and punctual payment all other existing and hereafter arising indebtedness of the principal BOS Borrowers under the Master Agreement, each Grantor does hereby convey to BOS a security interest (subject to the first priority security interest in favor of Sky Bank) in all rights, titles and interests of such Grantor in and to all Collateral (as defined in the Sky Master Agreement) in which Sky Bank has been granted a security interest pursuant to Section 3.1 of the Sky Master Agreement (other than the Sky Account). The foregoing security interest and lien shall remain in effect until all indebtedness secured hereby has been paid in full and the commitment of BOS to make BOS Loans shall have expired, provided, however, if Sky Bank shall release its security interest in any portion of the Collateral pursuant to Section 3.4 of the Sky Master Agreement, then BOS shall be deemed to have automatically released its security interest in the same contemporaneously with the release by Sky Bank. By accepting the benefits of this Agreement, BOS agrees that in the event all indebtedness secured hereby shall be paid in full and the commitment of BOS to make BOS Loans shall have expired, BOS shall promptly deliver or release all Collateral in its possession to the applicable Grantor or as otherwise provided in the Intercreditor Agreement, and shall execute and deliver such assignments and other instruments and documents reasonably requested by the applicable Grantors to vest title in the Collateral to such Grantor. Upon the request of BOS, each Grantor shall execute any further document or instrument reasonably requested by BOS to further evidence, perfect or effectuate the security interests and liens granted herein. Furthermore, each Grantor (a) hereby authorizes BOS to sign (if required) and file financing statements at any time with respect to any of the Collateral, without such financing statements being executed by, or on behalf of, premium Grantor, (if anyb) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateshall, at maturityany time on request of BOS, by acceleration, repurchase, redemption execute or otherwisecause to be executed financing statements in respect of any Collateral, and interest on (c) shall reasonably cooperate to provide any information reasonably required by BOS in connection with the overdue principal of, premium (if any) and interest, if any, on the Notes and performance filing of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance financing statements with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsCollateral.

Security Interest. The due If the Shareholder Approval is not obtained at the Annual Meeting and punctual payment either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the principal ofCompany’s Common Stock over which the Holder had, premium (if any) and interest, if any, on, immediately prior to the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations execution of the Issuers and any Guarantors to the Holders Note Purchase Agreement, direct or the Trustee and the Notes (includingindirect voting power, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for Proposals or (ii) the benefit Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above: The principal amount of this Note then outstanding, all accrued but unpaid interest and all other obligations owing by the Company pursuant to this Note and the other Transaction Documents, shall immediately be secured by a first priority security interest in all assets of the Holders Company and the stock of the Notesall of its subsidiaries, holders of other Priority Lien Obligationsin all cases, to the extent required bypermitted by any applicable court order, contract, mortgage, credit agreement or other agreement binding upon or applicable to the Company, its subsidiaries or their respective assets (a “Security Interest”). In the event that the Shareholder Approval is obtained at any time within 180 days after the Annual Meeting, any such Security Interest shall terminate on the date immediately following the date that such Shareholder Approval is obtained, and the Holder shall take all actions necessary to cause the termination of any such Security Interest. The Company and the Holder shall promptly enter into customary collateral agreements, which are consistent with the Lien priority required underterm sheet attached hereto as Exhibit C and otherwise reasonably acceptable to the Company and the Holder, granting such Security Interest and providing for the perfection thereof, within 45 days after the date hereof; provided, however, that such agreements shall not become effective unless and until the Company fails to obtain the Shareholder Approval at the Annual Meeting. Notwithstanding the foregoing, if the Holder has not purchased $12 million of notes pursuant to the Note Purchase Agreement, the Secured Debt DocumentsCompany will, after execution of inter-creditor agreements described below, be permitted to grant a Security Interest to investors in subsequent financings (each a “Subsequent Financing”) for a principal amount not to exceed, in the aggregate for all such investors, the difference between $12 million and the funds invested by the Holder pursuant to the Note Purchase Agreement. If a Security Interest is granted to the investors in a Subsequent Financing, then the Security Interest granted with respect to this Note shall be pari passu with any such other Security Interest, and the Holder agrees to execute a customary inter-creditor agreement and other documents reasonably required to effect such parity, which in all cases must be on terms reasonably acceptable to the Holder and consistent with the terms of any collateral agreements described above. The Company shall notify the Holder at least five Business Days in advance of any potential Subsequent Financing. The Holder may elect to purchase additional notes (in the form of this Note) in a principal amount equal to such Subsequent Financing and the Company will not consummate such Subsequent Financing. Subject only to the Security Interests described above, the Company will not grant any security interest or otherwise encumber any assets of the Company or its subsidiaries, including the stock of any such subsidiaries, without the Holder’s prior written consent, which consent may not be unreasonably withheld. If this Note is secured by the Security Interest (whether or not on a pari passu basis), the Company may incur additional unsecured debt without any consent of the Holder.

Security Interest. The due Buyer intends to assign as collateral, and punctual payment grant a security interest in, all of Buyer’s rights under the principal Order and all Buyer’s Property to (i) the United States Department of Energy (“DOE”) and the Federal Financing Bank (“FFB”), acting pursuant to the Advanced Technology Vehicles Manufacturing Incentive Program (“ATVM”) administered by DOE, or (ii) a collateral agent or common security representative (who has been so designated by DOE with notice of such designation having been provided to Seller by, or on behalf of, premium DOE) acting for DOE, FFB, and certain other credit providers (if any) and interestDOE or, if anya designation has occurred pursuant to clause (ii) above, onsuch collateral agent or common security representative, the Notes when “Secured Party”) to secure certain loans and as the same shall other credit extensions to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended made from time to time by DOE, FFB or certain other lenders (DOE, FFB and such other lenders, collectively, the “Credit Providers”) to Buyer. This collateral assignment shall not in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee any way affect Buyer’s duty to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and Seller to perform its Buyer’s obligations under the Order. Seller acknowledges and exercise its rights thereunder in accordance with respect consents to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, this collateral assignment and agrees to perform execute such additional consents and waivers as the Secured Party (or its representative) may reasonably request in order to evidence and perfect the Secured Party’s lien. Seller also agrees to notify the Secured Party prior to exercising any right it might have to suspend or terminate this Order because of acts of Buyer and provide the Secured Party a reasonable period to cure [(such period to be in any event a period of not less than 60 days after the Secured Party receives notice of Seller’s intended suspension or termination)] the non-performance permitting the Seller to suspend or terminate the Order. Seller agrees to accept performance or cure by a Credit Provider, the Secured Party (or their representatives) as performance or cure by Buyer and satisfaction by Buyer of its obligations thereunder under the Order. Notwithstanding any such cure, neither the Credit Providers, the Secured Party or their representatives will be deemed to have assumed any of Buyer’s obligations under the Order unless such person expressly agrees in accordance therewithwriting with the Seller to do so. The Issuers will deliver Seller acknowledges that the Secured Party is a third party beneficiary of Seller’s obligations under the Order and shall permit DOE or the Secured Party (or their representatives) to exercise the Trustee copies of same inspection rights and access to Buyer’s Property as are available to Buyer under Section 15(b) as well as to exercise all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documentsother rights of Buyer under the Order. DOE and the Secured Party (or their representatives) and Buyer shall each be entitled to exercise all rights of Buyer under the Order unless the Secured Party notifies Seller that such rights may only be exercised by DOE, the Secured Party and their representatives. Should the Secured Party (or its representative) exercise its right to assure and confirm to the Priority Collateral Trustee the foreclose upon its security interest in the Collateral contemplated by Order, it may transfer all of Buyer’s rights and obligations under the Security Documents or Order and any part thereof, as from time of Buyer’s Property to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsthird party.

Security Interest. The due For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a lien in favor of the Administrative Agent, on behalf of the Fronting Bank, the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest in the Pledged Collateral, in each case to secure the punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security DocumentsObligations. Each Holder, by its acceptance of a Note, consents The Borrower covenants and agrees to the terms of the Security Documents that (including, without limitation, the provisions providing for foreclosure and release of Collaterali) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions Pledged Collateral consisting of each Collateral Account, the property held therein and any and all proceeds thereof. Each , the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) it shall not sell, transfer, assign, or otherwise dispose of any of the Issuers consents and agrees, and any Guarantor will Pledged Collateral without the prior written consent and agree, to be bound by the terms of the Security DocumentsAdministrative Agent except in connection with substitutions, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies roll-overs or reinvestments of all documents delivered to the Priority Pledged Collateral Trustee permitted pursuant to Section 4.7(b) and provided that, after giving effect to such substitutions, the Security Documents, and will Borrower is in compliance with the covenant contained in Section 6.8; (iii) it shall do or cause to be done all such acts things necessary to preserve and things as may be required by keep in full force and effect the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the perfected first priority security interest in the Pledged Collateral contemplated by granted to the Security Documents Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (iv) it shall not create or any part thereof, as from time to time constituted, so as to render permit the same available for existence of liens or security interests in the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Pledged Collateral in favor of third parties other than (A) liens arising by operation of law, so long as the Priority aggregate obligations secured thereby do not exceed $1,000,000 and (B) the Custodial Lien and Set-Off Rights; (v) it shall not take any action or omit to take any action that would result in the termination of any Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of each Control Agreement; and (vi) with respect to the Collateral Trustee Accounts, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsBorrower.

Security Interest. The due and punctual (a) As security for the payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of the Obligations, Debtor hereby grants to Secured Party as collateral agent, for itself and for the ratable benefit of Lenders, a security interest (ranking in first priority, subject only to the rights of the Office of the Chief Scientist of Israel, described in s.9.7 and 11.13 of the Convertible Loan Agreement), in all of Debtor's right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, money and all products, proceeds and supporting obligations of any and all of the foregoing (collectively, the "Collateral"). Notwithstanding the foregoing, except for fixtures (to the extent covered by Article 9 of the UCC), such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any asset which would be real property under the law of the jurisdiction in which it is located. The interest of any Lender in the Collateral shall be on a parity with the interests of all other obligations Lenders, and the interest of each Lender in the Issuers Collateral shall be ratable in the proportion that the aggregate indebtedness then outstanding and any Guarantors unpaid under the Promissory Note(s) held by such Lender bears to the Holders or aggregate indebtedness then outstanding and unpaid under the Trustee and the Promissory Notes held by all Lenders (including, without limitation, any Note Guarantees), according except to the terms extent the Lenders agree to any other ratable interest therein). Any Lender holding any instruments, certificated investment property or other Collateral hereunder or thereunder, are secured shall do so as provided herein agent for Secured Party and in for the Security Documentsratable benefit of all Lenders. Each Holder, by its acceptance of a Note, consents and agrees Notwithstanding anything to the terms of the Security Documents (includingcontrary contained in this Agreement, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each contained herein relating to control of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do Debtor's deposit accounts or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required underliquid assets, the Secured Debt Documents.Party agrees as follows:

Security Interest. The due and punctual payment of the principal of, premium (if any) and intereston, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption redemption, prepayment, demand or otherwise, and interest on the overdue principal of, premium (if any) and intereston, if any, on or interest on, the Notes and performance of all other obligations of the Issuers Company and any the Guarantors to the Holders of Notes or the Trustee and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral and entry into the Intercreditor Agreement) as the same may be in effect or may be amended or otherwise modified from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association Trust FSB as the Trustee and as the Priority Collateral Trustee, and each Holder authorizes and directs the Trustee to enter (into the Collateral Trust Agreement and to direct perform its obligations and exercise its rights thereunder in accordance therewith and the Priority authorizes and directs the Collateral Trustee to enter) enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereoftherewith. Each The Company and each of the Issuers Guarantors consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Company will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers Company will take, and will cause any Guarantors its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Shared Lien Obligations, a valid and enforceable perfected security interest and continuing Lien in and on all of the Collateral in favor of the Priority Collateral Trustee for the benefit of the Trustee, the Holders of Notes and the Notes, holders of other Priority Shared Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Shared Lien Documents.

Security Interest. The due In order to secure LICENSOR’S obligations to indemnify LICENSEE under Sections 13.a, and punctual payment to return or refund License Fees paid as provided for in Section 4.c, 13.c or Exhibit D (the “Obligations”), LICENSOR hereby grants to LICENSEE a first priority security interest in and to (a) SDG Platform Rev A and SDG Platform Rev B, (b) all Intellectual Property and LICENSOR’S Technology embodied therein, (c) all of LICENSOR’s documentation relating to the foregoing, and (d) General Intangibles and Proceeds (as defined in the Uniform Commercial Code in effect in Nevada) relating to or of any of the principal offoregoing, premium in all cases now existing or hereafter developed (if any) and interest, if any, on, all of the Notes when and as the same foregoing hereafter shall be due collectively referred to as “Collateral”). Notwithstanding the foregoing, product(s) utilizing SDG Platform Rev A and payableSDG Platform Rev B shall not be deemed Collateral and shall be and remain the property of LICENSOR. LICENSOR shall have the sole and absolute right to sell, whether on an Interest Payment Datelease or license product(s) in the ordinary course of business utilizing SDG Platform Rev A and SDG Platform Rev B without any form of security interest attaching to either the product(s) or any proceeds generated from them. LICENSOR shall execute and/or deliver to LICENSEE, at maturityany time at the request of LICENSEE, by accelerationall agreements, repurchaseinstruments or documents that LICENSEE reasonably may request, redemption or otherwiseincluding a more formal security agreement, in a form and substance acceptable to LICENSEE, to perfect and maintain perfected LICENSEE’s first priority security interest on in the overdue principal ofCollateral, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, filings with the U.S. Patent and Trademark Office. LICENSOR hereby authorizes LICENSEE to file UCC-1 Financing Statements and to take any Note Guarantees)other steps necessary to perfect and maintain the perfection of LICENSEE’s first priority lien on the Collateral and hereby appoints LICENSEE as its agent and attorney-in-fact to execute and/or perform on its behalf all agreements, according documents or instruments necessary to carry out the obligations of LICENSOR hereunder. LICENSOR shall not grant a security interest in or permit a lien, claim or encumbrance upon any of the Collateral after the date hereof, except with the prior written consent of LICENSEE. Upon LICENSOR’s default in performance of the Obligations, and subsequent failure to cure following 30 days prior written notice. LICENSEE may exercise any one or more of the rights and remedies accruing to a secured party under the Uniform Commercial Code under the laws of Nevada and any other applicable law upon default by a debtor. All of LICENSEE’s rights and remedies under this Agreement are cumulative and non-exclusive. Accordingly, nothing herein shall be construed to limit LICENSEE from pursuing any other legal or equitable remedy which it may have against LICENSOR. In the event LICENSEE sells or otherwise disposes of the Collateral and applies the net proceeds thereof to the terms hereunder Obligations, LICENSOR will be liable to LICENSEE for the difference between the then outstanding amount of the Obligations and the net proceeds of such disposition applied to the Obligations, if any. LICENSOR, with LICENSEE’s approval, may elect to substitute different collateral for the Collateral, provided such new collateral is of equal or thereundergreater value, are secured as provided herein and in such event such new collateral shall become the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees “Collateral” as referred to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trusteethis Section, and each Holder directs the Trustee to enter (and to direct parties will amend any separate security agreement or UCC financing statement. Provided the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agreeshas not been previously foreclosed upon, and any Guarantor will consent and agreethere is then no claim, to be bound by the terms suit or demand which alleges facts which constitute a breach of the Security DocumentsLICENSOR’s representations or warranties set forth in Section 7, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee LICENSEE shall release the security interest in provided by this Section [*] from the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsGaming Regulatory Approval Date.

Security Interest. The As security for the prompt, complete and indefeasible payment when due and punctual (whether on the payment dates or otherwise) of all or any portion of the principal of, premium (if any) and interestMonthly Payments and, if any, onapplicable, the Notes when Change of Control Payment, the Product Transfer Payment, the Default Amount, the Default Payment and as the same shall be due and payableDefault Fee (collectively, whether on an Interest the “Deferred Payment DateObligations”), at maturityPurchaser grants to Seller a security interest in all of Purchaser’s right, by acceleration, repurchase, redemption or otherwise, title and interest on the overdue principal of, premium (if any) in and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security DocumentsCollateral. Each Holder, by its acceptance of a Note, consents and Purchaser agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended that from time to time in accordance with their terms at or following the Closing, at the reasonable expense of Purchaser, Purchaser will promptly execute and authorizes deliver all further instruments and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trusteedocuments, and each Holder directs take all further action, that may be necessary, or that Seller may reasonably request, in order to perfect and protect any security interest (including the Trustee priority thereof) granted or purported to enter (be granted hereby in the Collateral or to enable Seller to exercise and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise enforce its rights thereunder in accordance and remedies hereunder with respect to any Collateral, including to (i) execute (if necessary), authorize the provisions thereoffiling of (if applicable) and file such financing or continuation statements, or amendments thereto, and (ii) file any short form intellectual property security agreements executed by Purchaser in connection herewith with the United States Patent and Trademark Office or United States Copyright Office (or any successor office). Each Purchaser hereby authorizes Seller to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Issuers consents Collateral without the signature of Purchaser. Upon the full and agrees, and any Guarantor will consent and agree, to be bound by the terms complete payment in cash of all of the Security Documentsapplicable Deferred Payment Obligations to Seller, as Seller’s Liens on any of the same may Collateral shall be immediately and automatically released and all rights in effect from time the Collateral shall revert to timePurchaser and Seller shall, and agrees at Seller’s reasonable expense, promptly take such actions to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all evidence such acts and things release as may be required reasonably requested by Purchaser or its designee; provided, that upon the provisions full and complete payment in cash of a Product Transfer Payment to Seller, Seller’s Liens on any of the Security Documents, to assure and confirm Collateral specific to the Priority Collateral Trustee applicable Product that was the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and subject of the Notes. The Issuers will take, applicable Product Transfer shall be immediately and will cause any Guarantors to take, any automatically released and all rights in such Collateral shall revert to Purchaser and Seller shall, at Seller’s reasonable expense, promptly take such actions to evidence such release as may be reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsrequested by Purchaser or its designee.

Security Interest. The due and punctual payment of the principal of, premium (if any) ), interest and interestSpecial Interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) ), interest and interestSpecial Interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors Company to the Holders of Notes, the Collateral Trustee or the Trustee and the Notes (including, without limitation, any Note Guarantees)Trustee, according to the terms hereunder or thereunder, are secured as 130 provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral by the Collateral Trustee, relating to ranking of Priority Liens and order of application of proceeds from enforcement of Priority Liens) as the same may be in effect or may be amended, amended and restated, modified, renewed, restated or replaced from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, U.S. Bank National Association as the Trustee and Wilmington Trust Company as the Priority Collateral Trustee, the Trustee hereby authorizes and appoints Wilmington Trust Company as Collateral Trustee and each Holder directs and the Trustee direct the Collateral Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect therewith and to exercise such powers as are delegated to the provisions Trustee and Collateral Trustee by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Issuers The Company consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Each Holder agrees that all Priority Lien Obligations will deliver be and are secured equally and ratably by all Priority Liens at any time granted by the Company to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documentssecure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting Collateral, and will do or cause to be done that all such acts and things as may Priority Liens will be required enforceable by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, all holders of other Priority Lien Obligations, to the extent required by, Obligations equally and with the Lien priority required under, the Secured Debt Documentsratably.

Security Interest. The On the Closing Date, the BFA Loan Obligations will be the senior secured obligations of the Company. From and after the Closing Date, pursuant to the terms hereof and of the Fixed Asset Pari Passu Lien Collateral Documents, the due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes BFA Loan when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes BFA Loan and performance and payment of all other obligations of the Issuers Company and any the Guarantors to the Holders or Issuer or, as a result of the assignment of the Issuer’s rights hereunder, the Trustee and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunderhereunder, are secured as provided herein and in the Security Documents. Each HolderThe Issuer, by its acceptance of a the Series 2020 Note, consents acknowledges the existence and agrees to the terms applicability of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereofterms. Each of the Issuers consents Company and agrees, the Guarantors acknowledges and any Guarantor will consent and agree, to be agrees that each is bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees each affirm its agreement to perform its respective obligations thereunder in accordance therewith. The Issuers will deliver to Each of the Trustee copies of all documents delivered to Company and the Priority Collateral Trustee pursuant to the Security Documents, and Guarantors will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee Agent the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the BFA Loan Obligations. Each of the Notes. The Issuers Company and the Guarantors will take, and will cause any the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Pari Passu Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee Agent for the benefit of the Holders of the NotesPari Passu Lien Secured Parties, holders of other Priority Lien Obligationsin each case, to the extent expressly required by, and with the Lien priority required under, the Secured Pari Passu Lien Debt Documents.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interestinterest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and any the Guarantors to the Holders of Notes, the Collateral Trustee or the Trustee under this Indenture, the Security Documents and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement and directs the Collateral Trustee to execute and deliver the same when applicable, in each case, as the same may be in effect or may be amended from time to time in accordance with their terms its terms, and authorizes and appoints Wilmington Trust, National Association as directs the Collateral Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee if applicable, to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, Documents and the Intercreditor Agreement and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers will take, and will cause any Guarantors their Restricted Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee for the benefit of itself and the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under124 described herein and in the Security Documents and the Intercreditor Agreement, subject to no Liens other than Permitted Liens and the Secured Debt Documentsexceptions in the Intercreditor Agreement.

Security Interest. The due and punctual payment In consideration of the principal ofcovenants and agreements contained herein, premium (if any) and interestas a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to Landlord a continuing security interest in and to all personal property of Tenant located or left at the Premises and the Security Deposit, if any, onand any advance rent payment or other deposit, nor in or hereafter delivered to or coming into the Notes when possession, custody or control of Landlord, by or for the account of Tenant, together with any increase in profits or proceeds from such property. The security interest granted to landlord hereunder secures payment and as the same shall be due and payableperformance of all obligations of Tenant under this Lease now or hereafter arising or existing, whether on an Interest Payment Datedirect or indirect, at maturityabsolute or contingent, by acceleration, repurchase, redemption or otherwise, and interest on due or to become due. In the overdue principal of, premium (if any) and interestevent of a default under this Lease which is not cured within the applicable grace period, if any, on Landlord is and shall be entitled to all the Notes rights, powers and performance remedies granted a secured party under the Commonwealth of all other obligations of the Issuers Virginia Commercial Code and any Guarantors to the Holders otherwise available at law or the Trustee and the Notes (in equity, including, but not limited to, the right to retain as damages the personal property, Security Deposit and other funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or Instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord, including without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance execution of a NoteUCC-1 financing statement. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder and, consents at Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) irrevocably appoint Landlord as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral TrusteeTenant's attorney-in-fact, and each Holder directs Landlord shall have the Trustee right to enter execute such documents in Tenant's name. Tenant hereby waives any rights it may have under the Commonwealth of Virginia Civil Code which are inconsistent with Landlord's rights under this Section. Landlord's rights under this Section are in addition to Landlord's rights under Sections 5 and 13. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 57 OF THIS LEASE, THE SECURITY INTEREST GRANTED BY TENANT TO LANDLORD SHALL BE AUTOMATICALLY SUBORDINATED TO THE SECURITY INTEREST, IF ANY, GRANTED TO TENANT'S LENDERS IN THE ORDINARY COURSE OF TENANT'S BUSINESS. AT TENANT'S REQUEST, LANDLORD SHALL EXECUTE A LIEN WAIVER, THE FORM OF WHICH SHALL BE REASONABLY SATISFACTORY TO LANDLORD, WAIVING LANDLORD'S SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN ANY SUCH LIEN WAIVER (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsWHICH COLLATERAL SHALL EXCLUDE THE IMPROVEMENTS AND ANY FIXTURES INSTALLED IN THE PREMISES).

Security Interest. The due For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a lien in favor of the Administrative Agent, on behalf of the Fronting Bank, the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest in the Pledged Collateral, in each case to secure the punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security DocumentsObligations. Each Holder, by its acceptance of a Note, consents The Borrower covenants and agrees to the terms of the Security Documents that (including, without limitation, the provisions providing for foreclosure and release of Collaterali) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each Pledged Collateral consisting of the Issuers consents and agreesCollateral Account, the property held therein and any Guarantor will consent and agreeall proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to be bound by cause the terms Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) it shall not sell, transfer, assign, or otherwise dispose of any of the Security DocumentsPledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies roll-overs or reinvestments of all documents delivered to the Priority Pledged Collateral Trustee permitted pursuant to §4.7(b) and provided that, after giving effect to such substitutions, the Security Documents, and will Borrower is in compliance with the covenant contained in §6.8; (iii) it shall do or cause to be done all such acts things necessary to preserve and things keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (iv) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (A) liens arising by operation of law, so long as may be required by the aggregate obligations secured thereby do not exceed $1,000,000 and (B) the Custodial Lien and Set-Off Rights; (v) it shall not take any action or omit to take any action that would result in the termination of the Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Security Documents, to assure Control Agreement; and confirm (vi) with respect to the Priority Collateral Trustee Account, it shall not give instructions or entitlement orders to the security interest in Custodian that would require the Collateral contemplated by the Security Documents Custodian to advance any margin or any part thereof, as from time other credit to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee or for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsBorrower.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers Company and any the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without 108 limitation, the provisions providing for foreclosure and release of Collateral) ), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with their terms its terms, and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform its their respective obligations and exercise its their respective rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Company will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee Agent pursuant to the Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers Company will take, and will cause any Guarantors its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee Agent for the benefit of itself, the Trustee and the Holders of the Notes, holders of other Priority Lien Obligationsequally and ratably with all Indebtedness owing under the Senior Credit Facilities, superior to and prior to the extent required by, rights of all third Persons and with the Lien priority required under, the Secured Debt Documentssubject to no other Liens than Permitted Liens.

Security Interest. The due For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, and the Tranche B Lenders agreement to make Loans to the Parent, Mont Re hereby pledges, hypothecates, and impresses the Pledged Collateral with a lien in favor of the Administrative Agent, on behalf of the Fronting Bank, the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest in the Pledged Collateral, in each case to secure the punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security DocumentsObligations. Each Holder, by its acceptance of a Note, consents Mont Re covenants and agrees to the terms of the Security Documents that (including, without limitation, the provisions providing for foreclosure and release of Collaterali) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each Pledged Collateral consisting of the Issuers consents and agreesSecurities Account, the property held therein and any Guarantor will consent and agreeall proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to be bound by cause the terms Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Security DocumentsDeposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the same Administrative Agent has sole and exclusive control over such Pledged Collateral and Mont Re shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and Mont Re shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in effect from time to timethe Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) it shall not sell, and agrees to perform its obligations thereunder transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in accordance therewith. The Issuers will deliver to the Trustee copies connection with substitutions, roll-overs or reinvestments of all documents delivered to the Priority Pledged Collateral Trustee permitted pursuant to §4.7(b) and 40 provided that, after giving effect to such substitutions, Mont Re is in compliance with the Security Documents, and will covenant contained in §6.8; (iv) it shall do or cause to be done all such acts things necessary to preserve and things keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (i) liens arising by operation of law, so long as may be required by the aggregate obligations secured thereby do not exceed $1,000,000 and (ii) the Custodial Lien and Set-Off Rights; (vi) it shall not take any action or omit to take any action that would result in the termination of the Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Security Documents, to assure Control Agreement; and confirm (vii) with respect to the Priority Collateral Trustee Deposit Account and the security interest in Securities Account, it shall not give instructions or entitlement orders to the Collateral contemplated by Custodian that would require the Security Documents Custodian to advance any margin or any part thereof, as from time other credit to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee or for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsMont Re.

Security Interest. The due 6.1 Borrower hereby expressly grants InnoVen, to secure the payment and punctual payment performance in full of all of the principal Obligations, a continuing security interest, and creates a Lien which shall comprise of, premium (if anyi) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturitypari passu first charge, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if anyway of hypothecation, on the Notes Current Assets (as defined in the Deed of Hypothecation) which shall include current and performance of all other obligations future fixed and non-current assets (including Intellectual Property and the Intellectual Property Rights therein of the Issuers Borrower) ; (ii) pari passu first charge over the brand ‘BoAt’ which is owned by the Company; (wherein, (i) and any Guarantors (ii) are collectively referred to as the “Hypothecated Goods") in accordance with the specific terms and conditions set forth under Schedule 1 Part 1 hereunder. Further, the Promoters have agreed to pledge 15% of the shares held by them in the Borrower to secure the Borrower’s Obligations in terms of and pursuant to the Holders or Deed of Pledge and in accordance with the Trustee specific terms and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein condition set forth therein and in the Security other Loan Documents. Each HolderBorrower represents, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trusteewarrants, and each Holder directs covenants that the Trustee to enter (security interest granted herein is and to direct shall, unless otherwise agreed in writing between the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agreesParties, and any Guarantor will consent and agree, at all times continue to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the pari passu first priority perfected security interest in the Collateral contemplated (subject only to Permitted Liens that may have superior priority to InnoVen’s security interest under this Agreement or the Loan Documents). InnoVen shall be granted a pari passu charge by the Security Documents or any part thereofBorrower for all the Hypothecated Goods, as from time to time constitutedsecure the facility granted by InnoVen under the WCDL Facility and Term Loan Agreement. Subject to Clause 10.1.3, so as it is clarified that InnoVen shall, proceed against the Hypothecated Goods (other than Intellectual Property and Intellectual Property Rights) (“Other Hypothecated Goods”) before proceeding against the Intellectual Property and Intellectual Property Rights if in InnoVen’s sole opinion the Other Hypothecated Goods are not sufficient to render secure the same available for the security payment and benefit performance in full of this Indenture and all of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.

Security Interest. The due and punctual payment of the principal of, premium (premium, if any) , and interest, if any, on, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (if anyto the extent permitted by law) and interestany and all payments made pursuant to the second and third paragraphs of Section 6.02, if any, on the Notes and performance of all other obligations of the Issuers Issuer and any the Guarantors to the Holders or the Trustee under this Indenture and the Notes (including, without limitation, any Note Guarantees)Notes, according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington Trust, National Association as directs the Collateral Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee as applicable, to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to therewith. Upon the provisions thereof. Each request of the Issuers consents Trustee, the Issuer and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Guarantors will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers Issuer will take, and will cause any Guarantors its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee for the benefit of the Holders of the NotesHolders, holders of other Priority Lien Obligations, superior to and prior to the extent required byrights of all third Persons, and with the Lien priority required under, the Secured Debt Documentsexcept for Permitted Liens.

Security Interest. The due To evidence the purchase and punctual payment sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby grant to Purchaser, in the name of Purchaser or its duly authorized representative, a first priority, continuing security interest (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the principal ofUCC, premium as amended, whether now or hereafter owned or acquired by Merchant (if anyand/or any subsidiary or other person or entity whose accounts are included in Receivables) and interestwherever located; (iii) all “proceeds” of such property described in clause (i) and/or clause (ii), if any, onas that term is defined in Article 9 of the UCC; (iv) upon a Material Breach, the Notes when assets, business property and collateral of any Other Business, Successor Company or Guarantor; and (v) any additional collateral as the same shall may be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if anymutually agreed between Merchant and/or any Guarantor , on the Notes one hand, and performance of all Purchaser, on the other obligations hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the Issuers UCC for purposes of creating and perfecting the foregoing security interest. Xxxxxxxx hereby authorizes Purchaser to make any Guarantors UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) at any time with any governmental agency and/or office (including the Holders or office of the Trustee Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Notes (includingCollateral as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the UCC and applicable law against Merchant and/or Guarantor, including without limitation, any Note Guarantees)placing a “hold” on Merchant’s credit card processing accounts, according to the terms hereunder or thereundercosts of which shall be borne by Merchant, are secured as provided herein above. Merchant and in the Security Documents. Each HolderGuarantor hereby agree that Merchant will not pledge, by its acceptance of a Notegrant, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect transfer or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and otherwise encumber any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in its Receivables to any other person or entity until Purchaser has received the Collateral contemplated Amount Sold, plus any assessed fees and Costs of Collection, other than in connection with a financing approved by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien Purchaser in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentswriting beforehand.

Security Interest. The due and punctual payment obligations of the principal of, premium (if any) and interest, if any, onIssuer with respect to the Notes, the Notes when obligations of the Guarantors under the Note Guarantees, any other future Parity Lien Obligations and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Issuer and the Notes (including, without limitation, any Guarantors under the Note Guarantees)Documents, according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documentssecurity documents. Each Holder, by its acceptance of a Notethe Notes, consents and agrees to the terms of the Security Documents security documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as directs the Trustee Collateral Agent and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents applicable security documents and to perform its their obligations and exercise its their rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver Trustee is hereby authorized and directed to enter into the Letter Agreement (the “Letter Agreement”), dated as of the Issue Date, among the Issuer, the Trustee and JSC EVRAZ Kachkanarsky Ore Mining and Processing Plant, relating to the Trustee copies Existing Shareholder Loans, the terms of all documents delivered which Letter Agreement the Holders consent and agree to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and their acceptance of the Notes, and the Trustee may, provided that an Event of Default has occurred and is continuing, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to enforce any of the terms of the Letter Agreement. The Issuers Issuer will take, and will cause any the Guarantors and the Issuer’s Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents security documents to create and maintain, as security for the Priority Parity Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee Agent for the benefit of itself, the Trustee, the Holders of and the Notes, holders of other Priority Parity Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents. The Issuer and the Guarantors will comply with the covenants contained in the security documents. Notwithstanding anything herein or in the security documents to the contrary, (i) a Controlled Foreign Guarantor may pledge its assets to secure only its own Note Guarantee, and (ii) no Guarantor that is a United States Person within the meaning of Section 957(c) of the Code shall pledge in excess of 65% of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treasury Regulation section 1.956-2(c)(2)) of any entity described in clause (6) of the definition of Excluded Property herein.

Security Interest. The As security for the full, prompt and complete payment and performance when due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at by stated maturity, by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations indebtedness of Pledgor to Pledgee created under the Issuers and any Guarantors to Note (all such indebtedness being the Holders or "Liabilities"), together with, without limitation, the Trustee and the Notes (prompt payment of all expenses, including, without limitation, any Note Guaranteesreasonable attorneys' fees and legal expenses, incidental to the collection of the Liabilities and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder, Pledgor hereby pledges to Pledgee, and grants to Pledgee a first priority security interest in, all of the following (collectively, the "Collateral"): (a) fifty four million four hundred two thousand nine hundred and eighty seven (54,402,987) shares of Common Stock of Pledgee represented by Certificate number C-261 (the "Pledged Shares"), according to the terms hereunder and all dividends, cash, instruments, and other property or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended proceeds from time to time received, receivable, or otherwise distributed in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder respect of or in accordance with respect to the provisions thereof. Each exchange for any or all of the Issuers consents Pledged Shares; (b) all voting trust certificates held by Pledgor evidencing the right to vote any Pledged Shares subject to any voting trust; and agrees, (c) all additional shares and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as voting trust certificates from time to time constituted, so as acquired by Pledgor in any manner (which additional shares will be deemed to render the same available for the security and benefit of this Indenture and be part of the Notes. The Issuers will takePledged Shares), and will cause any Guarantors to takethe certificates representing such additional shares, any and all actions reasonably required to cause the Security Documents to create and maintaindividends, as security for the Priority Lien Obligationscash, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required byinstruments, and with the Lien priority required underother property or proceeds from time to time received, the Secured Debt Documents.receivable, or otherwise distributed in respect of

Security Interest. The due and punctual payment of To secure the principal ofpayment, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes observance and performance of all other obligations of the Issuers Secured Obligations, each Borrower hereby mortgages, pledges and any Guarantors assigns to the Holders or the Trustee and the Notes (includingAgent, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of itself as Agent and the Holders Lenders, all of the NotesCollateral and grants to the Agent, holders for the benefit of other Priority itself as Agent and the Lenders, a continuing security interest in and a continuing Lien upon, all of the Collateral. As additional security for all of the Secured Obligations, each Borrower hereby grants to the Agent, for the benefit of itself as Agent and the Lenders, a security interest in, and assigns to the Agent, for the benefit of itself as Agent and the Lenders, all of such Borrower's right, title and interest in and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to such Borrower, or credited by or due from any participant of any Lender to such Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Each Borrower hereby authorizes each Lender and each Affiliate of such Lender and each participant to pay or deliver to the Agent, for the account of the Lenders, without any necessity on the Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default or in the event that the Agent, on behalf of the Lenders, should make demand for payment hereunder and without further notice to such Borrower (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the rights given the Agent, the Lenders, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of set-off. The Agent will promptly notify the relevant Borrower of its receipt of any such funds for application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Agent may give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, and each Borrower hereby irrevocably appoints the Agent as its attorney to collect any and all such deposits or other sums to the extent required byany such payment is not made to the Agent or any Lender by such Lender, and with the Lien priority required under, the Secured Debt DocumentsAffiliate or participant.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interestinterest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and any the Guarantors to the Holders of Notes, the Collateral Trustee or the Trustee under this Indenture, the Security Documents and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) and directs the Collateral Trustee to execute and deliver the same, in each case, as the same may be in effect or may be amended from time to time in accordance with their terms its terms, and authorizes and appoints Wilmington Trust, National Association as directs the Collateral Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee if applicable, to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, Documents and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers will take, and will cause any Guarantors their Restricted Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee for the benefit of itself and the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required underdescribed herein and in the Security Documents, subject to no Liens other than Permitted Liens and the Secured Debt Documentsexceptions in the Intercreditor Agreement.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations Notes Obligations of the Issuers Issuer and any the Guarantors to the Holders or and the Trustee and the Notes under this Indenture (including, without limitation, any the Note Guarantees), the Notes and the Security Documents, according to the terms hereunder under this Indenture or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethe Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral) and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents (including, without limitation, the Intercreditor Agreement) and to perform its obligations and exercise its rights thereunder in accordance with respect to therewith. The Trustee, in its capacity as Authorized Representative for the provisions thereof. Each Notes Obligations, and each Holder acknowledges and agrees that upon such Authorized Representative’s entry into the Intercreditor Agreement, such Authorized Representative and each Holder, by its acceptance of the Issuers consents Notes, will be subject to and agrees, and any Guarantor will consent and agree, to be bound by the terms provisions of the Security Documents, Intercreditor Agreement as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewithNotes Secured Parties. The Issuers Issuer will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers Issuer will take, and will cause any Guarantors its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsNotes Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee Agent for the benefit of itself, the Holders of Trustee and the Holders, equally and ratably with all Indebtedness owing under the RLJ Credit Agreements and the 2026 Notes, holders superior to and prior to the rights of all third Persons and subject to no other Priority Lien ObligationsLiens than Permitted Liens, in each case, to the extent required byby the Security Documents and subject to the Intercreditor Agreement. From and after the Issue Date, if the Issuer or any Subsidiary Guarantor is required to pledge additional collateral under the RLJ Credit Agreements and security agreements related thereto, the 0000 Xxxxxxxxx or any security documents related thereto (excluding assets not required to be collateral pursuant to the 2026 Indenture or the security documents related thereto), the Indenture or any Security Document (excluding assets not required to be Collateral pursuant to the Indenture or the Security Documents), the Issuer or such Subsidiary Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under the Indenture or any Security Document to vest in the Collateral Agent a perfected security interest (subject to Permitted Liens) in such additional collateral and to take such actions to add such additional collateral to the Collateral, and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such additional Collateral to the same extent and with the Lien priority required under, the Secured Debt Documentssame force and effect.

Security Interest. The due To secure the timely payment and punctual payment performance of the principal ofObligations (as defined below), premium American Tissue does hereby grant a purchase money (if anyto the fullest extent permitted by applicable law) security interest in favor of Boise Cascade in and interestto all the estate, if anyright, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwisetitle, and interest on of American Tissue, whether now or later acquired, in and under the overdue principal ofPaper Machine (including all future improvements and additions and replacements thereto), premium and all leasehold improvements hereafter made by American Tissue at the No. 3 Paper Machine Building (if any) collectively, the "Collateral"). American Tissue shall also execute, deliver, and interestrecord a deed of trust, if any, on the Notes and performance form of which is attached as Exhibit R. The "Obligations" means all other obligations of the Issuers and any Guarantors American Tissue now existing or hereafter arising under this Agreement, including but not limited to the Holders or the Trustee Promissory Note annexed as Exhibit I and the Notes (including, without limitation, any Note Guarantees), according obligation of American Tissue to make all payments and perform all obligations pursuant to the terms hereunder or thereunder, are secured as provided herein provisions of this Agreement and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to transfer title to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time Paper Machine to time Boise Cascade under certain circumstances in accordance with their terms the provisions of this Agreement. If American Tissue is in default under the provisions of this Agreement after notice and authorizes the expiration of any grace or cure periods provided for in this Agreement, then upon not less than ten (10) days' notice to American Tissue, Boise Cascade may exercise all the applicable rights and appoints Wilmington Trustremedies granted to a secured party by applicable law, National Association as including but not limited to the Trustee and as Uniform Commercial Code of the Priority Collateral Trusteestate of Oregon. American Tissue represents, warrants, and each Holder directs covenants that the Trustee security interest created hereby is prior to enter (and to direct any other security interest or lien created or suffered by American Tissue in the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereofCollateral. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect American Tissue agrees that from time to time, at the expense of American Tissue, American Tissue will promptly execute and agrees deliver all further instruments and documents and take all further action that may be reasonably necessary or that Boise Cascade may reasonably request in order to perform its obligations thereunder in accordance therewith. The Issuers will deliver to perfect and evidence the Trustee copies of all documents delivered to the Priority Collateral Trustee security interest granted pursuant to this section, including the Security Documents, execution and will do filing of such financing or cause to be done all such acts and things continuation statements or amendments thereto as may be required by the provisions reasonably necessary. The security interest shall remain in full force and effect until payment in full of the Security DocumentsObligations and shall be binding upon American Tissue, to assure its successors and confirm assigns, and shall inure to the Priority Collateral Trustee benefit of Boise Cascade and its successors and assigns. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, the security interest in favor of Boise Cascade created pursuant to this Agreement shall be and shall be deemed to be subordinate to the Collateral contemplated lien(s) and/or security interest(s) hereafter granted by American Tissue to one or more third parties unrelated to American Tissue in connection with the Security Documents financing of the Paper Machine and all improvements, additions and replacements hereafter made to the Paper Machine, provided, however, no such subordination shall be effective unless substantially all of the net proceeds of such financing (whether by way of a direct loan to American Tissue or a guarantee by American Tissue of such financing from an unrelated third party) are applied first in full or partial payment or prepayment of the promissory note from American Tissue to Boise Cascade in the principal amount of $4,000,000.00 of even date herewith referred to in Section 2 of this Agreement; provided further, the maximum aggregate principal amount of all such financing to which Boise Cascade's lien and security interest shall be subordinate ("Maximum Subordinated Debt") with respect to the Paper Machine (in its current condition) shall equal (i) $4,000,000.00 and (ii) the total accumulated costs of all those improvements, additions and replacements made to the Paper Machine which are capitalized pursuant to the capitalization and depreciation policies set forth in Exhibit K during the three-year period commencing on the date of this Agreement, without any deduction for depreciation. Such subordination shall be automatic and no further instrument of subordination or other documentation shall be required to effectuate or evidence such subordination. However, upon the request of American Tissue or any part thereofthird party(ies) providing any such financing, as Boise Cascade agrees from time to time constitutedtime, so as to render at the same available for the security and benefit expense of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien ObligationsBoise Cascade, to promptly execute and deliver to American Tissue or any such third party(ies) all further documents or instruments and take all further action that may be reasonably necessary or that American Tissue may reasonably request to effectuate and/or evidence such subordination, including the extent required by, execution and with the Lien priority required under, the Secured Debt Documentsfiling of such documents as may be reasonably necessary.

Security Interest. The due (a) Purchaser hereby grants to Seller and punctual payment Seller hereby retains a continuing purchase money security interest in all of the principal ofEquipment sold and delivered by Seller to Purchaser, premium (if any) together with all spare parts, attachments, accessories, accessions, additions, replacements, improvements, modifications and interest, if any, on, the Notes when and as the same shall be due and payablesubstitutions thereto or thereof, whether on an Interest Payment Dateheretofore or hereafter acquired by Purchaser, at maturitytogether with all proceeds (as presently or hereafter defined by the Uniform Commercial Code) thereof, by accelerationincluding, repurchasebut not limited to, redemption or otherwisecash, money, promissory notes, inventory, accounts, accounts receivable, documents, instruments, chattel paper, general intangibles, payment intangibles, contract rights, leases, lease proceeds, rental payments, license fees, trade-ins, equipment, fixtures, accessories, attachments, work in process, goods, goods in transit, returned goods, and the proceeds and products of the foregoing, all as presently or hereafter defined by the Uniform Commercial Code. The aforesaid security interest on the overdue principal ofshall secure and act as security for any and all indebtedness, premium (if any) liability and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors Purchaser to Seller, whether absolute, contingent, direct, indirect, liquidated or unliquidated, now existing or hereafter arising, whether or not secured by property or rights in addition to the Holders or the Trustee Equipment. Purchaser hereby appoints Seller as its attorney in fact, and the Notes authorizes Seller to, (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured i) sign/authenticate on behalf of Purchaser such additional documents/records as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended required from time to time in accordance with their terms and authorizes and appoints Wilmington Trustto create, National Association as the Trustee and as the Priority Collateral Trusteeamend, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agreesextend, and any Guarantor will consent and agreecontinue, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do maintain or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee perfect the security interest described herein or otherwise granted to or retained by Seller and (ii) make/undertake such actions as Seller deems appropriate to perfect, amend, continue and maintain the perfection of the security interest created hereby or otherwise granted to or retained by Seller. In addition, Purchaser hereby ratifies any filings made against Purchaser by Seller prior to the date hereof. Unless Seller otherwise agrees in writing, Purchaser shall keep the Collateral contemplated by Equipment free from any adverse lien, security interest or encumbrance and will not store the Security Documents Equipment or any part thereofthereof or use the Equipment in violation of any statute or ordinance. In the event Purchaser shall be in default under this Acknowledgement-Sales Contract, as from time Seller shall have the remedies of a secured party under the Uniform Commercial Code in addition to time constituted, so as to the rights and remedies set forth herein. Seller may enter the Purchaser’s premises and remove the Equipment and/or disable or render the same Equipment unusable by electronic or any other means available to Seller. Purchaser agrees to assemble the Equipment in order to assist Seller in removing the Equipment at Purchaser’s cost and expense. Furthermore, Purchaser hereby agrees to pay Seller’s costs and expenses, including, but not limited to, reasonable attorneys’ fees and court costs for the security and benefit determination of any amount due to Seller arising out of or in any way related to this Indenture and Acknowledgement- Sales Contract and/or for the collection of any amounts owing to Seller hereunder or incurred in the repossession of the NotesEquipment. The Issuers will take, and will cause security interest granted herein shall survive any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor termination of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsAcknowledgement-Sales Contract and/or Purchaser’s rights hereunder.

Security Interest. The due and punctual As security for the payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documentsperformance, as the same case may be in effect from time to timebe, of the Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant transfers to the Security DocumentsAgent, its successors and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documentsits assigns, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders Secured Parties, and hereby grants to the Security Agent, its successors and assigns, for the benefit of the NotesSecured Parties, holders a security interest in, all of other Priority Lien Obligationssuch Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"). Without limiting the generality of the foregoing, the Borrower hereby assigns, as collateral security, to the extent required bySecurity Agent all its right, title and interest in, to and under the Trademark Agreements and the Transaction Agreement (which assignment also shall constitute part of the Security Interest). The Security Agent is hereby authorized to file one or more financing statements, continuation statements, filings with the Lien priority required underUnited States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, naming any Grantor or the Grantors as debtors and the Security Agent as secured party. Anything in this Section 2.01 to the contrary notwithstanding, no Grantor shall be deemed to have borrowed, sold, conveyed, assigned, set over, mortgaged, pledged, hypothecated or transferred, or to have granted a security interest in, any contract right (including any lease), or in any of such Grantor's right, title or interest therein, thereto or thereunder, if any such action, without the consent of a third party thereto, would constitute a breach or other contravention thereof; provided that the foregoing shall not apply to the Trademark Agreements (except for the agreements referred to in clause (ii) of the definition thereof), the Secured Debt DocumentsTransaction Agreement or the partnership agreement of any partnership that is a Subsidiary. The Grantors shall use their best efforts, upon the request of the Security Agent, to obtain the consent of any such third party required with respect to any contract right which is material, individually or in the aggregate, to the business, condition or prospects of any Grantor. The Grantors agree at all times to keep accurate and complete accounting records with respect to the Collateral, including a record of all payments and Proceeds received.

Security Interest. The due and punctual payment of the principal of, premium (if any) of and interestinterest and premium, if any, on, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) of and interestinterest and premium, if any, (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, any the Note Guarantees), according to the terms hereunder or thereunder, are secured as to the extent provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethe Units, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington TrustThe Bank of New York Mellon as the Trustee, U.S. Bank National Association as the U.S. Collateral Trustee and Computershare Trust Company of Canada as the Priority Canadian Collateral Trustee, and each Holder directs and the Trustee direct each applicable Collateral Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the additional Security Documents from time to time and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers and the Guarantors consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the existing Security Documents and any additional Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers Each Issuer will deliver to the Trustee copies of all documents delivered to the Priority each applicable Collateral Trustee pursuant to the applicable Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, Documents to assure and confirm to the Priority Trustee and each applicable Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers Each Issuer will take, and will cause any the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Parity Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Priority applicable Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien ObligationsNotes as Units, to the extent required by, and with the Lien lien priority required under, the Secured Debt DocumentsDocuments and subject to no Liens other than Permitted Liens.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interest, if anyany (to the extent permitted by law), on the Notes and performance of all other obligations Notes Obligations of the Issuers and any the Guarantors to the Holders Holders, the Trustee or the Trustee and the Notes Collateral Agent under this Indenture (including, without limitation, any the Note Guarantees), the Notes and the Security Documents, according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral) and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee Collateral Agent to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents (including, without limitation, the Intercreditor Agreement) and to perform its obligations and exercise its rights thereunder in accordance with respect to therewith. The Collateral Agent, in its capacity as Authorized Representative for the provisions thereof. Each of the Issuers consents and agreesNotes Obligations, and any Guarantor each Holder acknowledges and agrees that upon such Authorized Representative’s entry into the Intercreditor Agreement, such Authorized Representative and each Holder, by its acceptance thereof, will consent be subject to and agree, to be bound by the terms provisions of the Security Documents, Intercreditor Agreement as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewithNotes Secured Parties. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers will take, and will cause any Guarantors its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsNotes Obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee Agent for the benefit of itself, the Holders Trustee and the Holders, equally and ratably with all Indebtedness owing under the Park Credit Agreements, superior to and prior to the rights of the Notesall third Persons and subject to no other Liens than Permitted Liens, holders of other Priority Lien Obligationsin each case, to the extent required by, by the Security Documents and with subject to the Lien priority required under, the Secured Debt DocumentsIntercreditor Agreement.

Security Interest. The due This Agreement is intended to provide additional security for the payment and punctual payment performance of Guarantor's Obligations, as defined in the principal ofGuaranty of Completion. Accordingly, premium (if any) Company hereby grants, pledges, transfers and assigns to Borrower a continuing security interest in and right of set-off against the following, whether now existing or hereafter acquired or arising: all of Company's right, title and interest, if anyin, onto and under (i) the Escrow Deposit and all instruments, the Notes when securities, documents, accounts, general intangibles, money and as the same shall be due other property and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwisecontents therein and thereof, and interest on the overdue principal ofall rights relating thereto and proceeds therefrom and thereof, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure deposits constituting the Escrow Deposit from time to time and release of Collateral) as the same may be in effect all earnings thereon at any time or may be amended from time to time in accordance with their terms the possession or control of Escrow Agent, (ii) all books and authorizes records relating to the types and appoints Wilmington Trust, National Association as items of property described in the Trustee and as the Priority Collateral Trusteeforegoing clause (i), and each Holder directs the Trustee to enter (iii) all proceeds (whether cash or non-cash, and to direct the Priority Collateral Trustee to enterincluding, without limitation, insurance proceeds) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each products of the Issuers consents and agreesproperty described in the 199 foregoing clause (i), and all replacements and substitutions therefor and all additions and accessions thereto (collectively, the "Collateral"). Borrower shall have all the rights and remedies of a secured party under the Uniform Commercial Code and any Guarantor other applicable law. Company will consent promptly execute such financing statements, continuation statements and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all other documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by reasonably necessary or convenient to perfect, continue or otherwise evidence said security interest and pay all expenses and fees for the provisions preparation and filing thereof. Escrow Agent hereby acknowledges receipt of the Security Documents, to assure and confirm to the Priority Collateral Trustee the notice of Borrower's security interest in the Collateral contemplated by Collateral. Company acknowledges that Borrower required delivery of the Security Documents or any part thereof, Guaranty of Completion as from time a condition precedent to time constituted, so as to render entering into the same available for Loan Agreement and the Relocation Funding Agreement and that Company has a financial interest in Borrower's entering into such agreements. Company further acknowledges that Borrower has relied upon the security and benefit granted hereunder in accepting the Guaranty of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsCompletion.

Security Interest. The due and punctual payment Notwithstanding the intent of the principal of, premium (if any) parties set forth in Section 2.2 of the Sale and interest, if any, onServicing Agreement, the Notes when Sale and as the same shall be due Servicing Agreement is effective to create a valid and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest enforceable Lien on the overdue principal ofReceivables and the Other Conveyed Property in favor of the Borrower. The Lien created pursuant to the Sale and Servicing Agreement (a) constitutes a perfected security interest in the Receivables and the Other Conveyed Property in favor of the Borrower, premium (if anyb) and interestis prior to all other Liens (other than the Lien granted to the Collateral Agent under the Security Agreement), if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Receivables and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral TrusteeOther Conveyed Property, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enterc) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, is enforceable as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewithsuch as against all Persons. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents Agreement is effective to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for Agent. The Pledge Agreement is effective to create a valid and enforceable Lien on the benefit Pledged LLC Interests in favor of the Holders Collateral Agent. The Lien created pursuant to the Security Agreement and the Pledge Agreement, as applicable, (a) constitutes a perfected security interest in the Collateral and the Pledged LLC Interests, as applicable, in favor of the NotesLenders, holders of (b) is prior to all other Priority Lien ObligationsLiens, to if any, on the extent required byCollateral or the Pledged LLC Interests, as applicable, and with (c) is enforceable as such as against all Persons. As of the Lien Restatement Closing Date and as of each Settlement Date, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to continue and maintain the perfection of the first priority required under, security interest (i) of the Secured Debt DocumentsBorrower against the Seller in the Receivables and Other Conveyed Property and (ii) of the Collateral Agent against the Borrower in the Collateral and the Pledged LLC Interests.

Security Interest. The due Borrower hereby irrevocably grants to the Issuing Lender, for the equal and punctual payment ratable benefit of all the principal ofL/C Participants, premium a security interest in each deposit (if any) and including the cash deposited, accrued interest, if anythe deposit account and all proceeds thereof) made hereunder in connection with the issuance of a Letter of Credit, onin any instrument, the Notes when and as the same shall be due and payable, document or other evidence of such deposit (whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption certificated or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holderproducts and proceeds thereof, by its acceptance which security interest shall secure all obligations (both payment and performance obligations) of a Note, consents and agrees the Borrower to the terms of the Security Documents (Lenders under this Agreement, including, without limitation, the provisions providing obligation of the Borrower to reimburse the Issuing Lender for foreclosure and release any payment made by the Issuing Lender in connection with the Letter of Collateral) Credit issued upon the delivery of such deposit. The Borrower shall take such additional actions as the same Issuing Lender or the Administrative Agent may be require to evidence, perfect or maintain a first priority interest in effect or such security interest. The Issuing Lender shall also have such lien in and against the deposited funds and the deposit account as are provided by statute. Upon any payment by the Issuing Lender upon the Letter of Credit for which a deposit was made, which payment is not reimbursed on the date of such payment the Issuing Lender may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust(and, National Association as at the Trustee and as request of the Priority Collateral TrusteeAdministrative Agent, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect shall), without prior notice to the provisions thereof. Each Borrower or other action on the part of the Issuers consents and agreesIssuing Lender, and any Guarantor will consent and agree, apply the deposit to be bound by the terms reimbursement of such payment (or to reimbursement of the Security DocumentsL/C Participants if the L/C Participants have advanced funds to reimburse the Issuing Lender). Upon the occurrence and during the continuation of any Event of Default the Issuing Lender may (and, as at the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions request of the Security DocumentsAdministrative Agent, to assure and confirm to shall) apply the Priority Collateral Trustee the security interest deposit as provided in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and Article 8 of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsAgreement.

Security Interest. The due Mortgagor shall promptly execute and punctual payment cause to be filed (as directed by the Mortgagee) any and all documents, including UCC Financing Statements (the “Financing Statements”) pursuant to the Uniform Commercial Code of the principal of, premium (if any) State as now enacted and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be subsequently amended from time to time (the “Code”), as may be necessary, or as the Mortgagee may reasonably request, to preserve and maintain the first lien priority of the interest created hereby on all fixtures and personal property constituting part of the Property. Such Financing Statements shall be filed in accordance with their terms and such places as the Mortgagee reasonably determines. The Mortgagor hereby authorizes and appoints Wilmington Trustempowers the Mortgagee to execute and file, National Association on the Mortgagor’s behalf, all Financing Statements and refilings and continuations thereof as the Trustee Mortgagee deems reasonably necessary or advisable to perfect, preserve and protect the Mortgagee’s and Secured Parties’ interest in such fixtures and personal property, and the Mortgagor hereby irrevocably appoints the Mortgagee as the Priority Collateral TrusteeMortgagor’s agent and attorney-in-fact (such appointment being coupled with an interest) so to do. This Mortgage is deemed a “Security Agreement” (as defined in the Code) and, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each personal property encumbered by this Mortgage, the remedies for any violation of the Issuers consents covenants, terms and agrees, conditions and any Guarantor will consent agreements contained in the Loan Documents and agree, to the Indenture shall be bound as prescribed (i) herein (the Mortgagor agreeing that all such personal property may be sold by the terms Mortgagee as part of the Security Documentsany sale under any foreclosure sale provided for in Section 4.1(d) hereof), as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do (ii) by Applicable Law or cause to be done all such acts and things as may be required (iii) by the provisions of Code, all at the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsMortgagee’s sole election.

Security Interest. The due and punctual payment of (i) It shall ensure that at all times as required hereunder the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Collateral Agent and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of Brazilian Collateral Agent each has a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the first priority perfected security interest in the Collateral contemplated by pledged to it pursuant to this Agreement and/or the Security Documents Agreements (it being understood that the security interest under each of the Agricultural and Mercantile Pledge Agreement and the Mercantile Pledge Agreement shall only become a duly perfected first priority security interest upon registration of such Agricultural and Mercantile Pledge Agreement and Mercantile Pledge Agreement as required hereunder and thereunder); (ii) it shall give, execute, deliver, file, and/or record any financing statement, notice, instrument, document, agreement or any part thereofother papers as may be necessary in the judgment of the Collateral Agent or the Brazilian Collateral Agent, as from time the case may be to time constitutedcreate, so as to render the same available for perfect, or validate any portion of the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors interests granted pursuant to take, any and all actions reasonably required to cause the Security Documents Agreements and/or hereunder or to create and maintainenable the Collateral Agent and/or the Brazilian Collateral Agent, as security for the Priority Lien Obligationscase may be, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders Lenders, to exercise and enforce its rights hereunder and thereunder, and it hereby authorizes the Collateral Agent and the Brazilian Collateral Agent to each file financing statements and amendments thereto relative to all or any part of the NotesCollateral without its Export Prepayment Finance Agreement dated as of March 10, holders of other Priority Lien Obligations2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. signature to the fullest extent required bypermitted by applicable law; (iii) the Borrower shall ensure that copies of the Shipping Documents for each Export Receivable are promptly delivered to the Brazilian Collateral Agent upon its request; (iv) the Borrower will deliver copies of the Off-take Contracts, together with evidence that notices of assignment of the Off-take Contracts to the Collateral Agent under the Security Agreements have been provided to the relevant Eligible Off-takers, and with that the Lien priority required underrelevant Eligible Off-takers have provided acknowledgements of such assignments to the Collateral Agent; and (v) the Borrower will, no later than forty (40) days after its execution, deliver to the Secured Debt DocumentsBrazilian Collateral Agent evidence satisfactory to the Brazilian Collateral Agent that each of the Agricultural and Mercantile Pledge Agreement and the Mercantile Pledge Agreement has been duly registered at the appropriate registry office(s).

Security Interest. The due and punctual To secure the payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Obligations when due, and the Notes (performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the following, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, and General Intangibles, including, without limitation, all of Borrower's Intellectual Property, all of Borrower's Deposit Accounts, and all money, and all property now or at any Note Guaranteestime in the future in Silicon's possession (including claims and credit balances), according and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the terms hereunder foregoing (all of the foregoing, together with all other property in which Silicon may now or thereunder, are secured as provided herein and in the Security Documentsfuture be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). Each Holder, by its acceptance The security interest granted herein shall be a first priority security interest in the Collateral. Upon the occurrence and during the continuance of a NoteDefault, consents and agrees Silicon may place a "hold" on any Deposit Account pledged as collateral. Except as disclosed to the terms of the Security Documents (includingSilicon in writing, without limitationBorrower is not a party to, the provisions providing for foreclosure and release of Collateral) as the same may be in effect nor is bound by, any material license or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance other material agreement with respect to which the provisions thereofBorrower 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. Each of Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material adverse impact on Silicon's business or financial condition. Borrower shall use reasonable efforts to take such steps as Silicon requests to obtain the Issuers consents and agreesconsent of, and or waiver by, any Guarantor will person whose consent and agree, or waiver is necessary for all such licenses or contract rights to be bound deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver any such license or agreement (to the Trustee copies of all documents delivered to extent such restriction or prohibition is enforceable), whether now existing or entered into in the Priority Collateral Trustee pursuant to future. Notwithstanding the Security Documentsforegoing, it is expressly acknowledged and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee agreed that the security interest created in this Agreement only with respect to Exim Eligible Foreign Accounts (as such term is defined in the Collateral contemplated by the Security Documents or any part thereof, as from time Exim Agreement) is subject to time constituted, so as and subordinate to render the same available for the security and benefit of this Indenture and of interest granted to Silicon in the Notes. The Issuers will takeExim Agreement with respect to such Exim Eligible Foreign Accounts, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, but only to the extent required byany loans and advances are actually made to Borrower under the Exim Agreement based upon such Exim Eligible Foreign Accounts. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with the Lien priority required under, the Secured Debt Documentssuch writing to be in form and substance satisfactory to Silicon.

Security Interest. The On the Issue Date, the Notes will be the senior secured obligations of the Issuers. From and after the Issue Date, the due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any the Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, U.S. Bank National Association as the Trustee and as the Priority Collateral TrusteeAgent, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee Agent to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers and the Guarantors consents and agrees, and any Guarantor will consent and agree, agrees to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its respective obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee Agent the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers and the Guarantors will take, and will cause any the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Pari Passu Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee Agent for the benefit of the Holders of the Notes, holders of other Priority Pari Passu Lien Obligations, in each case, to the extent expressly required by, and with the Lien priority required under, the Secured Pari Passu Lien Debt Documents.

Security Interest. The due 5.5 In addition to the statutory landlord's lien, Landlord shall have, at all times, and punctual Tenant hereby grants to Landlord, a valid security interest (to secure payment of all rents and other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or losses that Landlord may suffer by reason of the principal ofbreach by Tenant of any covenant, premium (if anyagreement or condition contained herein,) upon all goods, wares, equipment, fixtures, furniture, improvements, and interestother personal property of Tenant presently or that may hereafter be situated on the Premises, if anyand all proceeds therefrom, onand such property shall not be removed therefrom without the consent of Landlord until all arrangements in rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreement and conditions hereof have been fully complied with and performed by Tenant. Upon the Notes when occurrence of an Event of Default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Premises and as take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at law; and Tenant shall be due pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and deliver to Landlord a financing statement in form sufficient to perfect the security interest on of Landlord in the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee said property and the Notes (includingproceeds thereof, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by under the provisions of the Security DocumentsUniform Commercial Code in force in the State in which the Premises are located. The statutory lien for rent is not hereby waived, to assure and confirm to the Priority Collateral Trustee the security interest herein granted being in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security addition and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentssupplementary thereto.

Security Interest. The due (a) As security for the performance by the Guarantor of all the terms, covenants and punctual payment agreements on the part of the principal ofGuarantor to be performed under this Guarantee and any other Note Document, premium (if any) and interest, if any, onincluding all Guaranteed Obligations, the Notes when Guarantor hereby grants to the Collateral Agent for its benefit and as the same shall be due ratable benefit of the other Secured Parties, a continuing security interest in, all of the Guarantor’s right, title and payableinterest in, to and under all of the following, whether on an Interest Payment Datenow or hereafter owned, at maturityexisting or arising (collectively, by accelerationthe “Guarantor Collateral”): (i) all Equity Interests of Bird US Opco, repurchaseLLC, redemption or otherwise, and interest on the overdue principal of, premium (if anyii) and interest, if any, on the Notes and performance of all other obligations personal and fixture property or assets of the Issuers Guarantor of every kind and any Guarantors to the Holders or the Trustee and the Notes (nature including, without limitation, all goods (including inventory, equipment and any Note Guaranteesaccessions thereto), according instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the terms hereunder or thereunderpayment of money, are secured insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as provided herein and defined in the Security Documents. Each HolderUCC), by its acceptance of a Noteand (iii) all proceeds of, consents and agrees to the terms of the Security Documents (including, without limitationall amounts received or receivable under any or all of, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewithforegoing. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee Agent (for the benefit of the Holders Secured Parties) shall have, with respect to all the Guarantor Collateral, and in addition to all the other rights and remedies available to the Collateral Agent (for the benefit of the NotesSecured Parties), holders all the rights and remedies of other Priority Lien Obligationsa secured party under any applicable UCC. The Guarantor hereby authorizes the Collateral Agent (at the direction of the Required Purchasers) to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Guarantee. (b) The Guarantor hereby authorizes the Collateral Agent (at the direction of the Required Purchasers) to perfect the extent required byCollateral Agent’s security interest in the Guarantor Collateral by filing or authorizing the filing of, at the expense of the Guarantor, UCC-1 financing statements (including fixture filings) naming the Collateral Agent as secured party and with describing the Lien priority required under, Guarantor Collateral in a manner that the Secured Debt DocumentsRequired Purchasers reasonably determine is necessary or advisable to perfect the security interest granted hereunder.

Security Interest. The due and punctual payment of As security for the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other Seller's obligations hereunder, including, but not limited to the payment of all amounts owing Purchaser, and to secure the repayment by Seller to Purchaser of any amounts which Purchaser, at its option, may hereafter loan to Seller independent of this agreement, Seller hereby grants to Purchaser a first priority security interest in all of Seller's presently owned or hereafter acquired a) Accounts, b) accounts receivable, c) inventory, d) insofar as they pertain to the sale of goods or services in the ordinary course of business, chattel paper and contract rights, e) all books, records (computerized or manual), computer disks and software in connection with all the foregoing, and f) all proceeds and products of the Issuers and any Guarantors foregoing including but not limited to the Holders or the Trustee and the Notes (includinginsurance proceeds, lock box proceeds. The security interest specifically includes, without limitation, Seller's rights to any Note Guarantees)returned personal property from Account Debtors and also shall include all rights of repleven, according reclamation, and stoppage in transit. In the event of any default by Seller under this Agreement and/or pursuant to any loan which Purchaser may make to Seller, Purchaser shall have all rights with respect to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance aforesaid collateral of a Note, consents and agrees to secured party under the terms Uniform Commercial Code of the Security Documents (includingstate in which Seller is located. Seller agrees that it will execute and deliver to Purchaser such documents, without limitationincluding financing statements, the provisions providing for foreclosure and release of Collateral) all in form satisfactory to Purchaser, as the same may be in effect or may be amended Purchaser shall, from time to time in accordance with their terms and authorizes and appoints Wilmington Trustdesire to perfect the security interest granted to it hereunder. In addition, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee at Purchaser's request Seller agrees to enter (into and execute, a lock box agreement with a bank designated by Purchaser in form satisfactory to direct the Priority Collateral Trustee Purchaser to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect be applicable to the provisions thereoffull term of this Agreement and thereafter so long as any amounts are, or may be, owed to Purchaser hereunder. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver Notwithstanding anything to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documentscontrary herein contained, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documentsprovided Seller is not in default hereunder, to assure and confirm to the Priority Collateral Trustee the Purchaser shall subordinate its security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available inventory for the security purpose of Seller obtaining a loan secured by Seller's inventory. All other terms and benefit of this Indenture and conditions of the NotesAgreement remain the same. The Issuers will takeDated: November 25, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.1997

Security Interest. The due In addition to the statutory landlord's lien, ------------------ Landlord shall have and punctual Tenant hereby grants to Landlord, a valid security interest to secure payment of all Rent becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the principal ofbreach of Tenant of any covenant, premium (if any) agreement or condition contained herein, upon all fixtures and interestimprovements of Tenant presently or which may hereafter be situated on the Premises, if anyand all proceeds therefrom, onand such property shall not be removed therefrom without the consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Landlord until all arrearages in Rent and all other sums of money then due Landlord hereunder shall first have been paid and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Upon an event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Premises and take possession of any fixtures and improvements of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the Notes when and as the same requirement of reasonable notice shall be due met if such notice is given in the manner prescribed in Section 27 of this Lease at least fifteen (15) days before the time of sale. The proceeds from any such disposition, less any and payableall expenses connected with the taking of possession, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, holding and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations selling of the Issuers property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the debts secured by the security interest granted in this Section 21. Any surplus shall be paid to Tenant or as otherwise required by law; and Tenant shall pay any Guarantors deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the Holders or security interest of Landlord in the Trustee said property and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by proceeds thereof under the provisions of the Security DocumentsUniform Commercial Code in force in the state. The statutory lien for rent is not hereby waived, to assure and confirm to the Priority Collateral Trustee the security interest herein granted being in addition and supplementary thereto. Notwithstanding the Collateral contemplated by foregoing, Landlord agrees to subordinate the Security Documents Landlord's lien to any lien or other security interest which secures the payment of the deferred portion of the purchase price of any furnishings, equipment or fixtures of Tenant placed in or on the Premises, or any part thereofblanket lien or other security interest which secures Tenant's payment of money or other obligations, as provided any such subordination instruments requested by any such lender is reasonably satisfactory in form and content to Landlord and counsel of Landlord and includes reasonable assurances that any such lender removing any property of Tenant from time the Premises shall notify Landlord in writing prior to time constitutedsuch removal, so as shall repair any damage to render the same available for Premises occasioned by such removal and that such lender shall remove any such property from the security and benefit of this Indenture and Premises within five (5) days after termination of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt DocumentsLease.

Security Interest. The due To secure all of Merchant's present and punctual payment future obligations to TransFirst and the ODFI (TransFirst and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant’s rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Merchant’s funds now or hereafter in the possession of the principal ofSecured Party, premium and (if anyv) all amounts now or hereafter owing to Merchant under this Agreement. Each Secured Party is hereby authorized (and interestany related notice and demand are hereby expressly waived), if anyto set off, onrecoup and to appropriate and to apply any and all such amounts owing, the Notes when funds held, account balances and as the same shall be due other Collateral against and payableon account of Merchant’s obligations under this Agreement, whether on an Interest Payment Datesuch obligations are liquidated, at maturityunliquidated, by accelerationfixed, repurchasecontingent matured or unmatured. In the case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee Merchant hereby agree that Secured Party shall have control thereof and the Notes depository will (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the Security Documentsdeposit account without further consent by Xxxxxxxx. Each Holder, by its acceptance of a Note, consents Xxxxxxxx agree to duly execute and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all Secured Party such additional instruments, documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things agreements as may be required by reasonably requested to perfect and confirm the provisions liens, security interests in deposit accounts and other Collateral set forth in this Agreement. Merchant agree that Secured Party may file such financing statements in Xxxxxxxx’s name describing any or all of the Security Documents, Collateral and take such other action as they may require in order to assure perfect their liens and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documentsinterests therein.

Security Interest. The due and punctual To secure payment of the principal of, premium (if any) of and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and all interest on the overdue principal ofLoan, premium the Investor hereby assigns, pledges and grants to DLJ Merchant Banking II, Inc. (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees"AGENT"), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the NotesLender, holders of other Priority Lien Obligationsa security interest in (and, to the extent required bynot previously delivered, delivers to the Agent): (i) _______________ Common Shares acquired by the Investor from the Company as of the date hereof and all other shares of capital stock acquired by the Investor from the Lender (collectively, the "PLEDGED SHARES"); (ii) all rights and privileges with respect to the Pledged Shares; (iii) all income and profits thereon; (iv) all dividends, payments and other distributions with respect thereto; and (v) all proceeds thereof and substitutions therefor, other than any cash income, profits, dividends, payments, distributions or proceeds so long as the Investor is not in default hereunder (collectively, the "COLLATERAL"). The Investor is delivering to the Agent certificates representing the Pledged Shares in pledge hereunder. Certificates evidencing the Pledged Shares shall remain in the physical custody of the Agent at all times until the Investor has made payment in full of all principal and interest on the Loan. However, the Agent may elect to release certificates on the request of Investor in connection with a transfer by Investor which is permitted hereunder, so long as the proceeds of such sale are applied as provided herein and, in its reasonable discretion, the Agent determines that the remaining Collateral is sufficient to secure the Loan. This Promissory Note and Pledge constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of principal or interest when due hereunder or under any other note issued in connection with any other loan made by Lender to Investor on similar terms (a "DEFAULT"), the Agent (i) may, by notice to the Investor, declare the Loan (together with accrued and unpaid interest thereon) to be, and the Loan shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Investor, and (ii) shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Pledged Shares are granted as security only and shall not subject the Agent or the Company to, or in any way affect or modify, any obligation or liability of the Investor with respect to any of its Collateral or any transaction in connection therewith. The Investor agrees that it will, at the Lien priority required underCompany's expense and in such manner and form as the Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to create, preserve, or validate any security interest or to enable the Agent to exercise and enforce its rights hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Secured Debt DocumentsInvestor hereby authorizes the Agent to execute and file, in the name of the Investor or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Promissory Note and Pledge or of a financing statement relating to this Promissory Note and Pledge) which the Agent in its sole discretion may deem necessary or appropriate to further perfect its security interest in the Collateral.

Security Interest. The due and punctual payment of the principal of, premium (on, if any) , and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (on, if any) , and interestinterest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and any the Guarantors to the Holders of Notes, the Collateral Trustee or the Trustee under this Indenture, the Security Documents and the Notes (including, without limitation, any Note the Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each HolderHolder of Notes, by its acceptance of a Notethereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement and directs the Collateral Trustee to execute and deliver the same when applicable, in each case, as the same may be in effect or may be amended from time to time in accordance with their terms its terms, and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Collateral Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, Documents and the Intercreditor Agreement and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the NotesNotes secured hereby, according to the intent and purposes herein expressed. The Issuers will take, and will cause any Guarantors their Restricted Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien ObligationsObligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Priority Collateral Trustee for the benefit of itself and the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the priority described herein and in the Security Documents and the Intercreditor Agreement, subject to no Liens other than Permitted Liens and the exceptions in the Second Lien priority required under, Security Agreement and the Secured Debt DocumentsIntercreditor Agreement.

Security Interest. The due Marketer is marketing Producer Hydrocarbon’s on Producer’s behalf and punctual payment holding all proceeds from the sale of Producer’s Hydrocarbons in trust on behalf of Producer. In addition, Producer retains, and Marketer grants to Producer, a first priority lien and security interest (subject to Permitted Liens (as defined below)) on (a) all of Producer’s Hydrocarbons purchased under this Agreement, (b) all proceeds resulting from the resale of such Producer’s Hydrocarbons by Marketer and (c) all accounts receivable now or hereafter owing to Marketer upon and by reason of any such resale by Marketer (the “Collateral”). Marketer shall have the right to resell all of Producer’s Hydrocarbons without obtaining a release of the principal oflien or other permission from Producer. Upon the resale of Producer’s Hydrocarbons, premium the lien and security interests retained and granted above shall be completely and automatically released by Producer without the need for execution of any document or instrument and, in lieu thereof, shall affix to the proceeds and accounts receivable resulting from the resale of Producer’s Hydrocarbons to such purchasers. Producer may enforce its lien and security interest and exercise any and all of the rights and remedies available to a secured party under the Uniform Commercial Code, in addition to all of the rights and remedies otherwise provided by Law. Producer may file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Marketer, in each case where permitted by Law, and may take any and all other actions necessary to secure its interest in the Collateral. In addition, Marketer agrees that from time to time it will promptly execute and deliver all instruments and documents, and take all further actions, that Producer may reasonably request as being necessary or desirable to perfect and protect the security interest granted or purported to be granted hereby or to enable Producer to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Marketer will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as Producer may request as being necessary or desirable in order to perfect and preserve the security interests granted or purported to be granted hereby. The lien and security interest granted herein are in addition to any statutory or common law liens on Producer’s Hydrocarbons in favor of Producer. Marketer warrants that, except as set forth in the sentence after this sentence, it has not consensually granted and will not consensually grant any liens or security interests on the Collateral to any other Person. Without affecting any priority of the liens and security interests on the Collateral granted to it under this Agreement or arising pursuant to Section 9.343 of the Texas Business and Commerce Code, Producer agrees and acknowledges that Marketer may, as security for the “Obligations” as defined in the Credit Agreement (if anydefined below) and interest, if any, on, the Notes when and any refinancing thereof or as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other security for any obligations of the Issuers and under any Guarantors junior lien indebtedness that is subject to the Holders a security grant consistent with such Credit Agreement or the Trustee and the Notes (refinancing thereof, grant a security interest over all of Marketer’s assets, including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.Producer’s Hydrocarbons purchased under this

Security Interest. The due Marketer is marketing Producer Hydrocarbon’s on Producer’s behalf and punctual payment holding all proceeds from the sale of Producer’s Hydrocarbons in trust on behalf of Producer. In addition, Producer retains, and Marketer grants to Producer, a first priority lien and security interest (subject to Permitted Liens (as defined below)) on (a) all of Producer’s Hydrocarbons purchased under this Agreement, (b) all proceeds resulting from the resale of such Producer’s Hydrocarbons by Marketer and (c) all accounts receivable now or hereafter owing to Marketer upon and by reason of any such resale by Marketer (the “Collateral”). Marketer shall have the right to resell all of Producer’s Hydrocarbons without obtaining a release of the principal oflien or other permission from Producer. Upon the resale of Producer’s Hydrocarbons, premium the lien and security interests retained and granted above shall be completely and automatically released by Producer without the need for execution of any document or instrument and, in lieu thereof, shall affix to the proceeds and accounts receivable resulting from the resale of Producer’s Hydrocarbons to such purchasers. Producer may enforce its lien and security interest and exercise any and all of the rights and remedies available to a secured party under the Uniform Commercial Code, in addition to all of the rights and remedies otherwise provided by Law. Producer may file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Marketer, in each case where permitted by Law, and may take any and all other actions necessary to secure its interest in the Collateral. In addition, Marketer agrees that from time to time it will promptly execute and deliver all instruments and documents, and take all further actions, that Producer may reasonably request as being necessary or desirable to perfect and protect the security interest granted or purported to be granted hereby or to enable Producer to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Marketer will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as Producer may request as being necessary or desirable in order to perfect and preserve the security interests granted or purported to be granted hereby. The lien and security interest granted herein are in addition to any statutory or common law liens on Producer’s Hydrocarbons in favor of Producer. Marketer warrants that, except as set forth in the sentence after this sentence, it has not consensually granted and will not consensually grant any liens or security interests on the Collateral to any other Person. Without affecting any priority of the liens and security interests on the Collateral granted to it under this Agreement or arising pursuant to Section 9.343 of the Texas Business and Commerce Code, Producer agrees and acknowledges that Marketer may, as security for the “Obligations” as defined in the Credit Agreement (if anydefined below) and interest, if any, on, the Notes when and any refinancing thereof or as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other security for any obligations of the Issuers and under any Guarantors junior lien indebtedness that is subject to the Holders a security grant consistent with such Credit Agreement or the Trustee and the Notes (refinancing thereof, grant a security interest over all of Marketer’s assets, including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required Producer’s Hydrocarbons purchased under, the Secured Debt Documents.