SECURITY AGREEMENTSecurity Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 20, 2008 among GOTO COLLEGE HOLDINGS INC., a Delaware corporation (the “Goto College”), EMBARK CORP., a Delaware corporation (“Embark”), EMBARK ONLINE, INC., a Delaware corporation (“Embark Online”), IEMPOWER, INC., a Delaware corporation (“iempower”), MRU ORIGINATIONS, INC., a Delaware corporation (“MRU Originations”), MRU UNIVERSAL GUARANTY AGENCY, INC., a Delaware corporation (“MRU Universal”, together with Goto College, Embark, Embark Online, iempower, MRU Originations and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent (as set forth in Section 5.11 hereof, toget
PLEDGE AGREEMENTPledge Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS PLEDGE AGREEMENT, made as of this 20th day of November, 2008 (this “Agreement”), is between GOTO COLLEGE HOLDINGS, INC., a Delaware corporation (“Pledgor”), and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers
THIS COPYRIGHT SECURITY AGREEMENT (the “Agreement”) made as of this 20th day of November, 2008 by Embark Corp., a Delaware corporation (“Grantor”), in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent for the benefit of itself and each of the Buyers (as hereinafter defined) (together with its successors and assigns in such capacity, “Grantee”):
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 20th day of November, 2008 by Embark Corp., a Delaware corporation (“Grantor”), in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent for the benefit of itself and each of the Buyers (as hereinafter defined) (together with its successors and assigns in such capacity, “Grantee”):
THIRD AMENDMENTThird Amendment • November 21st, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS THIRD AMENDMENT (this “Agreement”) is made as of November 20, 2008, by and among MRU Holdings, Inc., a Delaware corporation (the “Company”); Embark Corp., a Delaware corporation (“Embark”), Embark Online, Inc, a Delaware corporation (“Embark Online”), Goto College Holdings Inc., a Delaware corporation (“Goto College”), iempower, inc., a Delaware corporation (“iempower”), MRU Originations, Inc., a Delaware corporation (“MRU Originations”), and MRU Universal Guaranty Agency, Inc., a Delaware corporation (“MRU Universal”; Embark, Embark Online, Goto College, iempower, MRU Originations and MRU Universal, collectively, the “Included Subsidiaries”), each of which is a Subsidiary of the Company; Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (including as successor to The Longview Fund, L.P., a California limited partnership, under the Purchase Agreement (as defined below), “Buyer”); and Viking Asset Management, LLC, a California limited liability compan
