Common use of Collateral Clause in Contracts

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.

Collateral. 12.1 Each of (a) The Obligations shall be secured by a perfected second priority security interest in the Company and NTSICollateral, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly subject only to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank first priority Lien granted pursuant to the Security Agreement for the benefit of the First Priority Secured Parties. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and after giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Lockbox Borrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.23, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.23, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause a sufficient amount of the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the purposes of fully perfecting or renewing the rights and security interests of the Collateral Trustee, on behalf of the Banks, with respect to the Collateral. In addition to Collateral withdrawals otherwise permitted pursuant to this Agreement dated May 16or any other Loan Document, 2005 or such other financial institution accepted promissory notes and related transfer documents, if any, constituting part of any Collateral (and any related collateral) if requested by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or Borrower at any time prior to the Closing Datecommencement of a Foreclosure (as defined in the Collateral Trust Agreement) in respect thereof, shall be released by the Collateral Trustee to the custody of the Borrower, the Company applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, in each case in respect of any such promissory notes and NTSI, as applicable, shall related collateral. It is understood and shall cause the Lockbox Bank to enter into all such documentation acceptable agreed that any Collateral released pursuant to the Purchaser foregoing sentence shall remain Collateral except in connection with a withdrawal otherwise permitted pursuant to which, among this Agreement or any other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyLoan Document.

Collateral. 12.1 Each of Effective upon any Subsidiary becoming a Guarantor after the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Amendment Effective Date, the Company and NTSI, as applicable, shall and Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Lockbox Bank Administrative Agent may agree) to enter into grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Purchaser pursuant Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to whichthe Administrative Agent from time to time such schedules, among confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other thingsassurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, the Lockbox Bank agrees to: (a) sweep neither the Lockbox on Borrower nor any other Guarantor shall be obligated hereby to grant a daily basis and deposit all checks received therein to an account designated by security interest in any asset if the Company granting of such security interest would result in writing and the violation of any applicable law or regulation, (b) comply only with the instructions Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or other directions applicable law (after giving effect to relevant provisions of the Purchaser concerning Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Lockbox. All Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the NTSI's invoicesforegoing, account statements other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other written assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or oral communications directingmore third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, instructing(e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, demanding or requesting payment (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of any Account of any Assigned Contract shall conspicuously direct that all payments be made obtaining such security interest would outweigh the benefit to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements Lenders and other written assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, pledge agreements shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertybe required.

Collateral. 12.1 Each The Borrower will (a) warrant and defend the right, title and interest of the Company Lender and NTSIthe Security Agent in and to the Collateral against the claims and demands of all persons whomsoever; (b) service, as applicableor cause to be serviced, will direct all present Mortgage Loans in accordance with the requirements of the issuers of Master Commitments and future Account Debtors Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of NTSI set forth on Schedule 6.17 hereofthe obligors under such Mortgage Loans) and service, or cause to be serviced, all Mortgage Loans backing Mortgage-backed Securities in accordance with applicable governmental requirements and the requirements of issuers of Purchase Commitments covering the same; (c) hold all escrow funds collected in respect of Mortgage Loans and mortgage loans backing Mortgage-backed Securities in trust, without commingling the same with noncustodial funds, and other persons obligated apply the same for the purposes for which such funds were collected; (d) comply in all respects with the terms and conditions of all Master Commitments and Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto, and deliver or cause to make payments constituting Accounts of Assigned Contracts to make such payments directly be delivered to the lockbox maintained by applicable Investor the Company Mortgage Loans and Mortgagebacked Securities to be sold under each Purchase Commitment not later than three (the "Lockbox"3) with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or Business Days prior to the Closing Dateexpiration thereof; and (e) maintain, and, upon request, shall make available to the Lender, the Company and NTSIAgent or the Security Agent the originals, as applicable, shall and shall cause or copies in any case where the Lockbox Bank to enter into all such documentation acceptable original has been delivered to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein Security Agent or to an account designated by the Company in writing Investor, of its Mortgage Notes, Mortgages, Purchase Commitments, Master Commitments, Hedging Contracts and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoicesall related Mortgage Loan documents and instruments, account statements and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made information and data relating to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral.

Collateral. 12.1 Each The obligations of the Company Borrower in respect of the Facility and NTSIat the Borrower’s option, in respect of Permitted Interest Rate Xxxxxx (as applicabledefined below) shall be secured by, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofin each case, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained extent owned by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: Borrower (a) sweep a perfected first priority security interest in all of the Lockbox on a daily basis Investments, including Eligible Assets and deposit all checks received therein to an account designated Temporary Investments owned by the Company in writing and Borrower, (b) comply only with a pledge by the instructions or other directions Borrower of 100% of the Purchaser concerning the Lockbox. All equity interests of the NTSI's invoicesFinancing Subsidiaries owned by the Borrower, account statements (c) the Borrower’s rights under Permitted Interest Rate Xxxxxx, (d) all other existing and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements future assets and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser Borrower, including the Custodial Account and the Interest Reserve Account (as such terms are defined below) and (e) any and all proceeds of the foregoing (collectively, the “Collateral”). Notwithstanding the foregoing, (i) if a Half Turn Election is in effect, in connection with the incurrence of permitted Third Party Debt by a Financing Subsidiary, Eligible Assets may be contributed to such Financing Subsidiary or may be acquired by such Financing Subsidiary and will not constitute or will cease to constitute, as the case may be, Collateral and will be available to secure such Third Party Debt and (ii) the Borrower may elect to secure Permitted Interest Rate Xxxxxx with cash collateral on customary terms, in which case such collateral will not constitute Collateral and will not be included in the calculation of the Asset Coverage Ratio (as defined below) or the Leverage Ratio (as defined below). CUSTODIAL ACCOUNT Eligible Assets and Temporary Investments held by the Borrower will be maintained in a Custodial Account (the “Custodial Account”). All Investment Proceeds in respect of Investments held by the Borrower (but not the Investment Proceeds from Investments held by any Financing Subsidiary unless and until such proceeds are distributed to the Borrower by such Financing Subsidiary) received during each Collection Period shall not commingle such payments be deposited into the Custodial Account for allocation and distribution in accordance with any the Priority of its other funds or property.Payments on the related Loan Payment Date, except in the instance of a withdrawal by the General Partner in accordance with the conditions specified therein. Amounts on deposit in the Custodial Account may be invested in Temporary Investments as determined by the General Partner. INTEREST RESERVE ACCOUNT The Borrower shall establish an interest reserve account (the

Collateral. 12.1 Each The Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Company Borrower and NTSIeach Domestic Subsidiary in all personal property, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereoffixtures, and other persons obligated to make payments constituting Accounts real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) (A) until a Default or Event of Assigned Contracts to make such payments directly to Default has occurred and is continuing and thereafter until notice otherwise by the lockbox Bank, Liens on local xxxxx cash accounts maintained by the Company Borrower and the Guarantors in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $100,000 in the aggregate and (B) Liens on payroll accounts maintained by the "Lockbox"Borrower and the Guarantors need not be perfected provided the applicable deposit account is a zero balance account and the total amount on deposit at any time does not exceed the current amount of their payroll obligations; (ii) with North Fork until a Default or Event of Default has occurred and is continuing and thereafter until notice otherwise by the Bank, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $100,000 individually or $500,000 in the aggregate; (iii) Liens on the equity interests of a Foreign Subsidiary which, if granted, would cause an increase in the Borrower’s federal income tax liability shall be limited to 65% of the total outstanding equity interests of such Foreign Subsidiary; and (iv) unless otherwise required by the Bank during the existence of any Event of Default, Liens on Commercial Tort Claims need not be perfected where the total value of such property at any one time not so perfected shall not exceed $100,000 individually or $250,000 in the aggregate. The Borrower acknowledges and agrees that the Liens on the Collateral shall be valid and perfected first priority Liens (subject to Permitted Liens), in each case pursuant to one or more Collateral Documents in form and substance reasonably satisfactory to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted Bank. The Obligations shall further be secured by the Purchaser in writing as may be selected by Cash Collateral for the Company (the "Lockbox Bank"). On period beginning on or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions date of the Purchaser concerning initial extension of credit hereunder and ending on the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCash Collateral Release Date.

Collateral. 12.1 Each NINTH.- For the purposes of securing due compliance of each and all of the Company and NTSI, as applicable, will direct all present and future Account Debtors obligations of NTSI set forth on Schedule 6.17 Borrower under the terms hereof, no later than fifteen days from and other persons obligated after execution hereof, the Borrower will form, on a separate document, a SALE AND PAYMENT TRUST whereby the Borrower will contribute such amount of CPO’s as it may be necessary to make payments constituting Accounts equal the amount of Assigned Contracts THREE HUNDRED AND FIFTY MILLION DOLLARS, LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, to make maintain a collateral ratio of one point four to one, in respect to outstanding balance of the Loan. Such Trust shall have the conditions which may be necessary for its operation and implementation. If the value of CPO’s contributed into the trust should fall below FIFTEEN PERCENT or more, the Borrower hereby agrees to contribute into the trust, additional CPO’s to maintain at all times the above required coverage of one point four to one. The Borrower shall have five days to elect to create a deposit of money in the account designated to that end by the Lender, for an amount equal to such payments directly number CPO’s as required to maintain the referred coverage of one point four to one. Given the fact that the Trust is not created concurrently [with execution hereof] and until such time the Trust is formed, the Borrower hereby, to secure compliance of Borrower’s obligations hereunder, creates a first order and priority pledge upon the entirety of the shares of stock it holds in CONTROL ADMINISTRATIVE MEXICANO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, and indirectly, through its subsidiary, CEMEX MEXICO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, upon the entirety of the shares of stock it holds in CAMCEM, SOCIEDAD ANONIMA DE CAPITAL VARIABLE. The pledge created herein shall remain effective for fifteen calendar days from and after execution hereof, provide that the Trust referred to in the preceding paragraph shall have been formed at Lender’s satisfaction. If the Trust cannot be formed for whatever reason, this Agreement shall terminate and foreclosure efforts as to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, Pledge created herein shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertycommence.

Collateral. 12.1 Each Effective upon any Subsidiary becoming a Guarantor after the date hereof, Holdco shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Company Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and NTSI, as applicable, will direct all present and future Account Debtors the Capital Stock of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts its Subsidiaries) of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank Guarantor pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company documentation (the "Lockbox Bank"). On or prior to the Closing Date, the Company including related certificates and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation opinions) reasonably acceptable to the Purchaser pursuant Administrative Agent. Holdco will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to whichthe Administrative Agent from time to time such schedules, among confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other thingsassurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, the Lockbox Bank agrees to: (a) sweep neither Holdco, the Lockbox on Borrower nor any other Guarantor shall be obligated hereby to grant a daily basis and deposit all checks received therein to an account designated by security interest in any asset if the Company granting of such security interest would result in writing and the violation of any applicable law or regulation, (b) comply only with the instructions Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or other directions applicable law (after giving effect to relevant provisions of the Purchaser concerning Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Lockbox. All Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that in no event shall any control agreements be required) containing any of the NTSI's invoicesforegoing, account statements other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other written assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or oral communications directingmore third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, instructing(e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, demanding or requesting payment (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of any Account of any Assigned Contract shall conspicuously direct that all payments be made obtaining such security interest would outweigh the benefit to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements Lenders and other written assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, pledge agreements shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertybe required.

Collateral. 12.1 Each The Borrower will (a) warrant and defend the ---------- right, title and interest of the Company Lender and NTSIthe Security Agent in and to the Collateral against the claims and demands of all persons whomsoever; (b) service, as applicableor cause to be serviced, will direct all present Mortgage Loans in accordance with the requirements of the issuers of Master Commitments and future Account Debtors Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of NTSI set forth on Schedule 6.17 hereofthe obligors under such Mortgage Loans) and service, or cause to be serviced, all Mortgage Loans backing Mortgage-backed Securities in accordance with applicable governmental requirements and the requirements of issuers of Purchase Commitments covering the same; (c) hold all escrow funds collected in respect of Mortgage Loans and mortgage loans backing Mortgage-backed Securities in trust, without commingling the same with non-custodial funds, and other persons obligated apply the same for the purposes for which such funds were collected; (d) comply in all respects with the terms and conditions of all Master Commitments and Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto, and deliver or cause to make payments constituting Accounts of Assigned Contracts to make such payments directly be delivered to the lockbox maintained by applicable Investor the Company Mortgage Loans and Mortgage-backed Securities to be sold under each Purchase Commitment not later than three (the "Lockbox"3) with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or Business Days prior to the Closing Dateexpiration thereof; and (e) maintain, and, upon request, shall make available to the Lender, the Company and NTSIAgent or the Security Agent the originals, as applicable, shall and shall cause or copies in any case where the Lockbox Bank to enter into all such documentation acceptable original has been delivered to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein Security Agent or to an account designated by the Company in writing Investor, of its Mortgage Notes, Mortgages, Purchase Commitments, Master Commitments, Hedging Contracts and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoicesall related Mortgage Loan documents and instruments, account statements and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made information and data relating to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral.

Collateral. 12.1 Each All assets of the Company Corporation and NTSIits operating subsidiaries, except for items related to the Accounts Receivables of the Corporation, until the Debenture is either converted to Common Shares or repaid in full. Redemption: After the Minimum Term, the Corporation shall retain the right to convert the Debentures into Common Shares at the Conversion Price at any time so long as Corporation’s Common Shares have traded at a minimum volume weighted average price of $3.00/share for 20 consecutive trading days (subject to In Kind Limitations, as applicabledefined herein). Such right must be exercised by the Corporation within 5 days of the 20 trading day period. In the event the Corporation exercises this right, all Common Shares shall be given Piggyback Registration rights as defined herein. The Corporation shall also retain the option to redeem the Debentures at a redemption price equal to 115% of their Par value, plus any accrued and unpaid interest, payable in cash at any time after the Minimum Term so long as Corporation’s Common Shares have traded at a minimum volume weighted average price of $3.00/share for 20 consecutive trading days (subject to In Kind Limitations, as defined herein). If the Corporation chooses to redeem the Debentures equal to 115% of their Par value, the Corporation must give written notice to the holders of the Debentures and allow the holders the right to convert the Debentures into the Corporation's Common Shares at the Conversion Price within ten days of being notified of Corporation’s intent to redeem. In Kind Limitations: In order for the Corporation to maintain its right to pay Coupon payments, and/or Redemption proceeds that are payable with the Corporation’s Common Shares, the Corporation must be publicly listed and have freely tradable Common Shares. For clarity, the holder of the Debentures will direct all present and future Account Debtors still maintain the right to convert Debentures into Common Shares regardless if the Corporation’s Common Shares are publicly trading after the Minimum Term. Change of NTSI set forth on Schedule 6.17 hereofControl: In the event of the acquisition of voting control or direction over 50% or more of Corporation’s Common Shares before the Minimum Term, and other persons obligated each holder of Debentures will have the right to require the Corporation (including any successor entity to the Corporation) to make payments constituting Accounts an offer, within 20 days following the consummation of Assigned Contracts the change of control to make purchase for cash, such payments directly holder’s outstanding Debentures then outstanding at a price equal to 110.0% of the principal amount thereof plus any accrued interest. Anti-Dilution: Proportional adjustments of the conversion rights attached to the lockbox maintained by Debentures will be made for stock splits, stock dividends, recapitalizations and the Company like. Notwithstanding the foregoing, for greater certainty, no anti-dilution adjustment would be made on account of any new issuance of securities of the Corporation including (i) upon conversion of the "Lockbox"Debentures issued as part of this Offering, or (ii) with North Fork Bank any issuance of stock options pursuant to the terms Corporation’s approved stock option plan, so long as the "option pool" available for issuance pursuant to such stock option plan does not exceed ten percent (10%) of the Lockbox Agreement dated May 16Common Shares, 2005 or such other financial institution accepted by the Purchaser in writing calculated on a fully-diluted basis as may be selected by the Company (the "Lockbox Bank"). On or prior to of the Closing Date, or (iii) any issuance of securities issued in an additional financing, however subject to applicable anti-dilution laws in Canada and the Company United States, or (iv) securities issued in connection with mergers or acquisitions. Liens & Indebtedness: The Corporation will repay all outstanding indebtedness to its lenders, if any, out of the proceeds of the Debenture funding, and NTSIremove all registrations, liens or other charges against the Corporation at closing. Registration Rights: Holders will have full rights to Piggyback Registration after the Minimum Term is met, subject to customary underwriter's cutbacks, as applicablemay be required. If at any time the Corporation proposes to file a Registration Statement after the Minimum Term is met, whether or not for sale for the Corporation’s own account, on a form and in a manner that would permit registration of Registrable Securities, Corporation shall and shall cause the Lockbox Bank to enter into all such documentation acceptable give to the Purchaser pursuant to whichAgent and the holders of Debentures, among other things, the Lockbox Bank agrees to: written notice of such proposed filing at least ten (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (3010) days before the anticipated filing. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of closingRegistrable Securities as Holder may request (a "Piggyback Registration"), the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating subject to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSIcustomary underwriter's cutbacks, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.may be required..

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep Subject to the Lockbox limitations on a daily basis property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and deposit will cause each other Credit Party to, (i) cause all checks received therein of its owned property (subject to an account designated the exceptions contained herein and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary directly owned by the Company Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in writing favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages covering real property other than Fee Owned Real Property shall be required hereunder, and no Mortgages shall be required hereunder to the extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and titled to reflect the Administrative Agent as the lienholder on the Effective Date need to be retitled to reflect the Administrative Agent as the lienholder; and (b5) comply only no Mortgages or vehicle titles shall be required hereunder to the extent the Borrower is in compliance with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements Mortgage and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyVehicle Title Requirement).

Collateral. 12.1 Each The Obligations shall be secured by (i) a perfected lien or security title and security interest to be held by Agent for the benefit of Lenders in the Company Mortgaged Properties and NTSI, as applicable, will direct all present and future Account Debtors certain personal property of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly Borrower related to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank Mortgaged Properties, pursuant to the terms of the Lockbox Agreement dated May 16Mortgage, 2005 or such other financial institution accepted by (ii) a perfected security interest in favor of Agent for the Purchaser benefit of Lenders in writing as may be selected by the Company (the "Lockbox Bank"). On or prior personal property assets of Borrower pursuant to the Closing DateSecurity Agreement, (iii) a perfected security interest to be held by Agent for the Company benefit of Lenders in the Ultra Lease and NTSIthe Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as applicable, the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall cause be included in the Lockbox Bank to enter into all Mortgaged Properties and/or other portions of the Collateral. Borrower shall execute such documentation acceptable amendments to the Purchaser pursuant Security Documents and/or additional Security Documents as Agent may require in order to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made add such additional assets to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral.

Collateral. 12.1 Each The Company will cause, and will cause each other Credit Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens in favor of the Company and NTSI, as applicable, will direct all present and future Account Debtors Collateral Agent for the benefit of NTSI set forth on Schedule 6.17 hereof, and other persons obligated the Secured Parties to make payments constituting Accounts of Assigned Contracts to make such payments directly to secure the lockbox maintained by the Company (the "Lockbox") Secured Obligations in accordance with North Fork Bank pursuant to the terms and conditions of the Lockbox Intercreditor Agreement dated May 16and the Collateral Documents, 2005 or such other financial institution accepted subject in any case to Liens permitted by the Purchaser in writing as may be selected by the Company Section 10.6 hereof (the "Lockbox Bank"). On or prior to the Closing Date, the Company it being understood and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: agreed that (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company no control agreements will be required hereunder in writing respect of bank accounts, and (b) comply Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, the Company: (i) will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Company or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the instructions or other directions terms and conditions of the Purchaser concerning Collateral Documents or such other security documents as the LockboxCollateral Agent shall reasonably request; and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. All Notwithstanding the foregoing, no pledge agreement in respect of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment equity interests of any Account of any Assigned Contract a Foreign Subsidiary shall conspicuously direct that all payments be made required hereunder to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written extent such pledge thereunder is prohibited by applicable law or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments counsel to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property holders of the Purchaser Notes reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and shall not commingle such payments with any of its other funds or propertyenforceable pledge agreements.

Collateral. 12.1 Each The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (other than Exempt Property) to be subject at all times to first priority (except in case of Liens permitted in Section 6.15.15 and cash deposited with General Electric Capital Corporation, or an agent or affiliate thereof, to secure Letter of Credit reimbursement obligations under the Existing Credit Agreement), perfected Liens in favor of the Company Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and NTSIconditions of the Collateral Documents, as applicablesubject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower will direct all present (i) cause the Applicable Pledge Percentage of the issued and future Account Debtors outstanding equity interests of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments each Pledge Subsidiary) directly to the lockbox maintained owned by the Company (Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the "Lockbox") Administrative Agent to secure the Secured Obligations in accordance with North Fork Bank pursuant to the terms and conditions of the Lockbox Agreement dated May 16, 2005 Collateral Documents or such other financial institution accepted security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to the Mortgaged Properties owned by the Purchaser in writing Borrower or such Guarantor to the extent, and within such time period as may be selected is, reasonably required by the Company Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the "Lockbox Bank"). On or prior equity interests of a Foreign Subsidiary shall be required hereunder to the Closing Date, extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the Company and NTSI, as applicable, shall and shall cause benefit of the Lockbox Bank to enter into all such documentation acceptable to the Purchaser Holders of Secured Obligations pursuant to whichlegally valid, among other thingsbinding and enforceable pledge agreements and (2) no such Mortgages, Mortgage Instruments and pledge agreements are required to be delivered hereunder until May 30, 2004 or such later date as the Lockbox Bank agrees to: Administrative Agent may agree in the exercise of its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such Mortgages, Mortgage Instruments and pledge agreements by May 30, 2004 or such later date shall constitute a Default under Section 7.3) with respect to (a) sweep the Lockbox Mortgaged Properties on a daily basis the Closing Date in the case of Mortgages and deposit all checks received therein to an account designated by the Company in writing Mortgage Instruments and (b) comply only with the instructions or other directions pledge of the Purchaser concerning equity interests in each Foreign Subsidiary in the Lockbox. All case of such pledge agreements; provided that the NTSI's invoicesBorrower hereby agrees to use its reasonable efforts to cause the delivery of such Mortgages, account statements Mortgage Instruments, and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to pledge agreements as soon as practicable after the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyClosing Date.

Collateral. 12.1 Each Borrower has good title to, rights in, and the power to transfer each item of the Company Collateral upon which it purports to xxxxx x Xxxx hereunder, free and NTSIclear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of Section 6.6(b) to the Lockbox Agreement dated May 16extent required under Section 6.6(b) hereof. The Accounts are bona fide, 2005 or existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate, locations disclosed to Bank pursuant to Section 7.2, and locations of Experimental Compounds in the ordinary course of business in connection with clinical trials. None of the components of the Collateral shall be maintained at locations other financial institution accepted by than: (i) locations as provided in the Purchaser Perfection Certificate, (ii) locations as permitted pursuant to Section 7.2, (iii) locations of mobile equipment, including phones, tablets and computers with employees and consultants in writing as the ordinary course of business, (iv) locations where Collateral may be selected by temporarily located for sales, testing or demonstration purposes in the Company ordinary course of business, (v) locations where biopharmaceutical compounds and therapeutic materials are located in the "Lockbox Bank")ordinary course of business in connection with clinical trials, and (vi) other locations where not more than Fifty Thousand Dollars ($50,000.00) of Collateral in the aggregate may be located at any time. On All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves have been made in accordance with GAAP. The foregoing representation shall not apply to Inventory consisting Experimental Compounds. Borrower is the sole owner of the Intellectual Property which it owns or prior purports to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: own except for (a) sweep non-exclusive licenses granted to its third parties in the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and ordinary course of business, (b) comply only with over-the-counter software and software that is commercially available to the instructions public, (c) licenses that are disclosed in writing to Bank pursuant to Section 6.7(b), (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, and (e) immaterial Intellectual Property licensed to Borrower in the ordinary course of business. To the best of Borrower’s knowledge, each Patent (other than patent applications) which it owns or other directions purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Purchaser concerning Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the Lockbox. All best of Borrower’s knowledge, no claim has been made that any part of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment Intellectual Property violates the rights of any Account of any Assigned Contract shall conspicuously direct that all payments be made third party except to the Lockboxextent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Within thirty (30) days of closingExcept as noted on the Perfection Certificate, the Company shall provide copies of all invoicesBorrower is not a party to, account statements and other written or oral communications directingnor is it bound by, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyRestricted License.

Collateral. 12.1 Each The Company will cause, and will cause each other Credit Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens in favor of the Company and NTSI, as applicable, will direct all present and future Account Debtors Collateral Agent for the benefit of NTSI set forth on Schedule 6.17 hereof, and other persons obligated the Secured Parties to make payments constituting Accounts of Assigned Contracts to make such payments directly to secure the lockbox maintained by the Company (the "Lockbox") Secured Obligations in accordance with North Fork Bank pursuant to the terms and conditions of the Lockbox Intercreditor Agreement dated May 16and the Collateral Documents, 2005 or such other financial institution accepted subject in any case to Liens permitted by the Purchaser in writing as may be selected by the Company Section 10.6 hereof (the "Lockbox Bank"). On or prior to the Closing Date, the Company it being understood and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: agreed that (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company no control agreements will be required hereunder in writing respect of bank accounts, and (b) comply Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Notwithstanding anything herein to the contrary, if any improvement on a Mortgaged Property is located in a Flood Hazard Area, no Mortgage will be executed or recorded with respect to such Mortgaged Property pursuant to this Agreement unless the holders of the Notes have received written notice of such Mortgage at least 30 days prior to such execution or recording and the Required Holders have confirmed that their flood insurance due diligence and flood insurance compliance has been completed in a manner satisfactory to the Required Holders (such confirmation not to be unreasonably withheld or delayed). Without limiting the generality of the foregoing, the Company: (i) will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Company or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the instructions or other directions terms and conditions of the Purchaser concerning Collateral Documents or such other security documents as the LockboxCollateral Agent shall reasonably request; and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. All Notwithstanding the foregoing, no pledge agreement in respect of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment equity interests of any Account of any Assigned Contract a Foreign Subsidiary shall conspicuously direct that all payments be made required hereunder to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written extent such pledge thereunder is prohibited by applicable law or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments counsel to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property holders of the Purchaser Notes reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and shall not commingle such payments with any of its other funds or propertyenforceable pledge agreements.

Collateral. 12.1 Each The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Company and NTSIAdministrative Agent for the benefit of the Secured Parties to secure the Obligations, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") in accordance with North Fork Bank pursuant to the terms and conditions of the Lockbox Agreement dated May 16Collateral Documents, 2005 subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Dateparcel, the Company and NTSI, as applicable, appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause the Lockbox Bank its Domestic Subsidiaries to enter into all such documentation acceptable execute or cause to be executed (subject to the Purchaser pursuant to whichgrace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), among other thingsCollateral Documents (including, upon the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions request of the Purchaser concerning the Lockbox. All Administrative Agent, applicable local law pledge documents) in favor of the NTSI's invoicesAdministrative Agent for the benefit of the Secured Parties, account statements and other written or oral communications directing, instructing, demanding or requesting payment with respect to all of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall not commingle be reasonably requested by the Administrative Agent) to grant and perfect such payments with Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of its the Credit Agreement; provided, that no such Lien (other funds or propertythan Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. 12.1 Each Payment of the Company Obligations will be secured by (i) a first perfected security interest in 100% of the Capital Stock of the Borrower and NTSIeach of the Subsidiaries of the Parent and the Borrower, as applicableexcept Excluded Stock, will direct (ii) Unlimited Guaranties of the Obligations by each Guarantor, (iii) a first perfected security interest (except for Permitted Liens) in accounts, inventory, non-fixture equipment of the Borrower, the Parent and each of the Restricted Subsidiaries, inter-company loans among the Parent, the Borrower, and the Subsidiaries (except loans between Unrestricted Subsidiaries), the Borrower Deposit Account and the Parent Deposit Account, but excluding (A) all present tangible and future Account Debtors intangible assets of NTSI set forth on Schedule 6.17 Mutual Signal and the Subsidiaries of Mutual Signal, (B) fiber and other related assets subject to an IRU, (C) microwave assets of the Parent, the Borrower and the Restricted Subsidiaries, (D) intellectual property of the Parent, the Borrower and the Restricted Subsidiaries, (E) motor vehicles, and (F) assets subject to Liens permitted under Section 8.03(b) hereof, and (iv) certain real estate sites and contract rights of the Parent, the Borrower and the Restricted Subsidiaries (except Mutual Signal and its Subsidiaries) (collectively, together with all other persons obligated Properties or assets of the Parent, the Borrower, Subsidiaries and other Persons securing the Obligations from time to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (time, the "LockboxCollateral"). The Borrower agrees that it will, and will cause the Parent and the Restricted Subsidiaries to execute and deliver, or cause to be executed and delivered, such documents as the Administrative Agent may from time to time reasonably request to create and perfect a first Lien (subject to Permitted Liens) with North Fork Bank pursuant for the benefit of the Administrative Agent and the Lenders in the Collateral, subject to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertySection 6.18 hereof.

Collateral. 12.1 Each The Notes and the Guaranty Agreements will be secured pursuant to and entitled to all of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms applicable benefits of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Security Documents. In the Purchaser in writing as may be selected by event that at any time after the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: Effective Date (a) sweep the Lockbox on a daily basis and deposit Parent shall have maintained an Acceptable Rating at all checks received therein to an account designated by times during each of its two previous fiscal quarters in respect of the Company in writing long-term, senior unsecured Debt of the Issuer and (b) comply only with the instructions or other directions Total Debt, determined as of the Purchaser concerning the Lockbox. All end of each of the NTSIfour most recently ended fiscal quarters of the Parent, does not exceed two hundred fifty percent (250%) of EBITDA for the period of four consecutive fiscal quarters of the Parent ended at the end of each of such four most recently ended fiscal quarters of the Parent, the Parent may give written notice to each holder of Notes (which notice shall include copies of the letters to the Parent from Standard & Poor's invoicesor Moody's evidencing that such Acceptable Rating is in full force and effect and has been in full force and effect at all times during each of the two previous fiscal quarters of the Parent immediately preceding the date of such notice) requesting that the holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to enforce any of the provisions of the Security Documents, account statements commencing on a date specified in such notice (the "COLLATERAL SUSPENSION DATE") that is not less than ten (10) Business Days after the date of such notice. The holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to, and other written the holders of the Notes shall not, take any action to enforce or oral communications directing, instructing, demanding to exercise any rights or requesting payment remedies under or in respect of any Account of the provisions of the Security Documents for the period commencing on the Collateral Suspension Date and ending on the earliest date on which the Collateral Suspension Conditions shall not continue to be satisfied (the "COLLATERAL SUSPENSION PERIOD"), provided that the holders of the Notes, the U.S. Collateral Trustee and the Canadian Collateral Trustee shall have received an officer's certificate, executed by a Senior Officer and dated the Collateral Suspension Date, specifying that each of the applicable Collateral Suspension Conditions are satisfied as of such date. If at any time after the Collateral Suspension Date any of the Collateral Suspension Conditions shall not continue to be satisfied (other than clause (d) in the definition of "Collateral Suspension Conditions"), the foregoing agreement of the holders of the Notes not to so direct the U.S. Collateral Trustee or the Canadian Collateral Trustee, and to not take any such action, shall no longer be in effect and the holders of the Notes shall be free to so direct the U.S. Collateral Trustee and the Canadian Collateral Trustee to take any and all permitted actions under any of the Security Documents and to take any actions permitted to be taken by the Noteholders thereunder. The provisions of Section 5.10 shall continue to apply during the Collateral Suspension Period. At any time that there is no Debt outstanding under the Credit Agreement, and each of the Bank Term Facilities and Bank Facility A shall have been terminated, if any member of the Restricted Group enters into a successor revolving credit facility to replace Bank Facility A which is not secured by any Liens on any property of any Assigned Contract member of the Restricted Group, and the Collateral Suspension Conditions shall conspicuously direct that all payments continue to be made to the Lockbox. Within thirty (30) days of closingsatisfied at such time, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property holders of the Purchaser Notes shall direct the U.S. Collateral Trustee and shall not commingle such payments with any of its other funds or propertythe Canadian Collateral Trustee to fully release the Liens granted under the Security Documents.

Collateral. 12.1 Each The Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Company Borrower and NTSIeach other Guarantor in all of their accounts, as applicablechattel paper, will direct all present instruments, documents, deposit accounts, inventory and future Account Debtors of NTSI set forth on Schedule 6.17 hereofcertain other personal property, whether now owned or hereafter acquired or arising, and other persons obligated to make payments constituting Accounts all proceeds thereof; provided, however, that: (i) until the occurrence of Assigned Contracts to make such payments directly to the lockbox Borrowing Base Condition and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on deposit accounts maintained by the Company Borrower and the other Guarantors need not be perfected, (ii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, no Liens need be granted on the stock of any Domestic Subsidiaries, and Liens on the Voting Stock of a Foreign Subsidiary shall be limited to 65% of the total outstanding Voting Stock of such Foreign Subsidiary or, if less at any time, the greatest percentage of the total outstanding Voting Stock thereof the pledge of which would not, under applicable U.S. tax laws and regulations in effect at such time, cause the owner of such Voting Stock or its direct or indirect parent corporation to recognize a "Lockbox"deemed dividend" for U.S. federal income tax purposes, and (iii) with North Fork Bank unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens need not be granted on the assets of a Foreign Subsidiary. The Borrower acknowledges and agrees that the Liens on the Collateral shall be granted to the Administrative Agent for the benefit of the holders of the Obligations, the Hedging Liability, and the Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case pursuant to the terms of the Lockbox Agreement dated May 16one or more Collateral Documents from such Persons, 2005 or such other financial institution accepted by the Purchaser each in writing as may be selected by the Company (the "Lockbox Bank"). On or prior form and substance satisfactory to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyAdministrative Agent.

Collateral. 12.1 Each With respect to Collateral located in the United States, the security interest granted by ARTICLE VII hereof and accompanying financing statements, when (i) duly filed in the appropriate governmental offices in accordance with the Uniform Commercial Code in effect in the applicable jurisdictions and (ii) Borrower has acquired an ownership interest in the Collateral, shall create a valid and perfected first priority Lien in and to the Collateral, enforceable against (x) other Persons in all jurisdictions securing the payment of the Company Obligations without penalty (subject to Permitted Liens) and NTSI(y) Liens such as carrier's, warehousemen's and mechanic's liens, which arise in the ordinary course of business with respect to obligations not yet due or being contested in good faith by appropriate proceedings and for which Borrower shall have set aside reserves on its books as applicablerequired by GAAP. Without limiting the foregoing, upon filing such financing statements, no further action will direct all present be required to perfect fully the Lien of Lender in any such Collateral. With respect to Collateral located in Mexico or Canada, the security interest granted by ARTICLE VII hereof when, the appropriate action has been taken in accordance with appropriate statutes and future Account Debtors of NTSI set forth on Schedule 6.17 hereofregulations in effect in the applicable jurisdictions, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly Borrower has acquired an ownership interest in the Collateral, shall create a valid and perfected first priority Lien in and to the lockbox maintained by Collateral, enforceable against (x) other Persons in said jurisdiction securing the Company (the "Lockbox") with North Fork Bank pursuant to the terms payment of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company Obligations without penalty (the "Lockbox Bank"). On or prior subject to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (aPermitted Liens) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (by) comply only Liens such as carrier's, warehouseman's and mechanic's liens, which arise in the ordinary course of business with the instructions respect to obligations not yet due or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements being contested in good faith by appropriate proceedings and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract for which Borrower shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, set aside reserves on its books as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyrequired by GAAP.

Collateral. 12.1 Each (a) The due and punctual payment of the Company principal of, premium, if any, and NTSIinterest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreements and the Collateral Documents, shall be secured by a Lien on the Collateral on a junior basis to the First Lien Priority Indebtedness and on a senior basis to the Second Priority Lien Obligations (subject to Permitted Liens), as applicableprovided in this Indenture, the Collateral Documents and the Intercreditor Agreements to which the Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will direct be secured by all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly the Collateral pledged pursuant to the lockbox maintained Collateral Documents hereafter delivered as required or permitted by this Indenture, the Company (Collateral Documents and the "Lockbox") with North Fork Intercreditor Agreements. The Trustee, for the benefit of the Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreements. The Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Collateral Documents and the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyIntercreditor Agreements.

Collateral. 12.1 Each (a) To secure full and complete payment and performance of the Company Obligations, the Borrower shall grant and NTSIconvey to and create in favor of, as applicablethe Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in, will direct to and on all of the assets of the Borrower (except to the extent prohibited by law) including but not limited to the following: (i) all of the Borrower's present and future Account Debtors assets, including, without limitation, its equipment, inventory, accounts receivable, instruments, general intangibles, intellectual property and real estate; and (ii) all of NTSI set forth the Capital Stock of each direct or indirect Restricted Subsidiary of the Borrower and any other direct or indirect Restricted Subsidiary of the Borrower, now owned or hereafter acquired and/or designated by the Borrower, and the Restricted Subsidiaries shall grant and convey to and create in favor of, the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in, to and on all of the Capital Stock of each Restricted Subsidiary owned by a Restricted Subsidiary, now owned or hereafter acquired. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to grant to the Administrative Agent a security interest in any general intangibles or other rights arising under contracts of the Borrower which are listed and described on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company 7.9(a) (the "LockboxExcluded Collateral") until such time as any required consents with North Fork Bank pursuant respect thereto have been obtained; provided, however, that the Borrower shall grant to the terms Administrative Agent for the ratable benefit of the Lockbox Agreement dated May 16, 2005 Lenders a continuing first priority perfected Lien and security interest in and to all proceeds (cash or otherwise) of such other financial institution accepted by Excluded Collateral. The Borrower agrees to use its commercially reasonable efforts to obtain all necessary consents for the Purchaser grant of a security interest in writing as may be selected by the Company (the "Lockbox Bank"). On or prior Excluded Collateral to the Closing DateAdministrative Agent for the ratable benefit of the Lenders. (b) With respect to any new Restricted Subsidiary created, acquired or designated after the date hereof, the Company and NTSIBorrower or a Restricted Subsidiary, as applicable, shall promptly (i) execute and shall cause the Lockbox Bank to enter into all such documentation acceptable deliver to the Purchaser pursuant Administrative Agent such amendments to whichthe Pledge Agreements as the Administrative Agent or the Majority Lenders deem necessary or advisable in order to grant to the Administrative Agent, among other things, for the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions benefit of the Purchaser concerning Lenders, a perfected first priority security interest in the Lockbox. All Capital Stock of such Restricted Subsidiary, (ii) in the case of any such Restricted Subsidiary, deliver to the Administrative Agent the certificates representing the Capital Stock of such Restricted Subsidiary, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the NTSI's invoices, account statements and other written Borrower or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSIa Restricted Subsidiary, as applicable, (iii) take such other actions as shall immediately remit such payments be necessary or advisable to grant to the Lockbox Administrative Agent for the benefit of the Lenders a perfected first priority security interest in their original form with all necessary endorsements. Until so remittedsuch Capital Stock, including, without 53 60 limitation, the Company filing of such Uniform Commercial Code financing statements as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i), (ii) and (iii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any newly acquired assets or NTSItransfers of assets to the Borrower, as applicable shall hold all promptly after acquiring or receiving any such payments asset, execute and deliver or cause to be delivered to the Administrative Agent in trust for a form reasonably acceptable to the Administrative Agent (i) one or more mortgages and/or security agreements which grant to the Administrative Agent a first priority perfected security interest in such assets (subject to any Liens permitted by Section 8.3) and (ii) such additional agreements and other documents as the Administrative Agent reasonably deems necessary to establish a valid, enforceable and perfected first priority security interest in such assets (subject to any Liens permitted by Section 8.3). (d) Upon request of the Administrative Agent, promptly execute and deliver or cause to be executed and delivered to the Administrative Agent in a form reasonably acceptable to the Administrative Agent (i) one or more mortgages, pledge agreements and/or security agreements which grant to the Administrative Agent a first priority perfected security interest (subject to any Liens permitted by Section 8.3) in such property of the Purchaser Borrower (including Capital Stock of direct or indirect Restricted Subsidiaries) as shall be specified by the Administrative Agent and shall not commingle (ii) such payments with any of its additional agreements and other funds documents as the Administrative Agent reasonably deems necessary to establish a valid, enforceable and perfected first priority security interest in such property or property.Capital Stock. 7.10

Collateral. 12.1 Each of the Company and NTSIThe Obligations, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofHedging Liability, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained Funds Transfer and Deposit Account Liability shall be secured by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep valid, perfected and enforceable Liens on all right, title, and interest of the Lockbox on a daily basis Borrower and deposit each Guarantor in all checks received therein to an account designated capital stock and other equity interests held by the Company such Person in writing each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) comply only with valid, perfected, and enforceable Liens on all right, title, and interest of the instructions Borrower and each Guarantor in all personal property, fixtures, and real estate (subject to Section 4.2), whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) unless otherwise required by the Administrative Agent or the Required Lenders after the occurrence and during the continuance of an Event of Default, (A) Liens on local xxxxx cash deposit accounts maintained by the Borrower and its Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $50,000 in the aggregate, (B) Liens on payroll accounts maintained by the Borrower and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, and (C) Liens on the deposit account at Bank One, NA in respect of the letters of credit permitted under Section 8.7(o) need not be perfected, (ii) unless otherwise required by the Administrative Agent or the Required Lenders after the occurrence and during the continuance of an Event of Default, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $1,000,000 in the aggregate, (iii) Liens on the capital stock or other directions equity interests of a Foreign Subsidiary shall be limited to 65% of the Purchaser concerning total outstanding Voting Stock of such Foreign Subsidiary and no Voting Stock of CTS UK or CTS Japan, Inc. shall be pledged, (iv) Liens need not be granted on the Lockbox. All assets of a Foreign Subsidiary, (v) no pledge of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment Voting Stock of any Account of any Assigned Contract Foreign Subsidiary shall conspicuously direct that all payments be made required hereunder to the Lockboxextent that such pledge is prohibited by applicable law, and (vi) no Liens in connection herewith shall be created in any Excluded Property. Within thirty (30) 60 days of closingthe Closing Date the Borrower shall (i) take all such actions as reasonably requested by the Administrative Agent in order to comply with any applicable laws with respect to registering or otherwise perfecting the security interest of the Administrative Agent in the Voting Stock of the Foreign Subsidiaries required to be pledged by the terms hereof and (ii) cause to be delivered to the Administrative Agent an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent covering such items as the Administrative Agent may reasonably request with respect to the pledge of the Voting Stock of the Foreign Subsidiaries required to be pledged by the terms hereof. The Borrower acknowledges and agrees that the Liens on the Collateral shall be granted to the Administrative Agent for the benefit of the holders of the Obligations, the Company Hedging Liability, and the Funds Transfer and Deposit Account Liability and shall provide copies of all invoicesbe valid and perfected first priority Liens subject only to Liens permitted by Section 8.8 hereof, account statements in each case pursuant to one or more Collateral Documents from such Persons, each in form and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments substance reasonably satisfactory to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyAdministrative Agent.

Collateral. 12.1 Each As security for all indebtedness and other obligations of Borrower to Bank, other than indebtedness that is excluded from such secured obligations by the terms of the Company security agreement(s) required hereunder, Borrower shall grant, and NTSIhereby confirms its prior grant, as applicableto Bank security interests of first priority in (i) all Borrower’s accounts receivable and other rights to payment, will direct accounts (including without limitation the BBSI Collateral Account), general intangibles, inventory and equipment, (ii) all present financial assets credited to the BBSI Collateral Account; (iii) all security entitlements with respect to the financial assets credited to the BBSI Collateral Account; (iv) any and future Account Debtors all other investment property or assets maintained or recorded in the BBSI Collateral Account; and (v) all replacements or substitutions for, and proceeds of NTSI the sale or the disposition of, any of the foregoing, including , without limitation, cash proceeds. As used herein, the terms “security entitlement,” “financial asset” and “investment property” shall have the respective meanings set forth on Schedule 6.17 hereofin the Oregon Uniform Commercial Code. As security for all indebtedness and other obligations of Borrower to Bank under Term Loan 1, Borrower shall grant, and hereby confirms its prior grant, to Bank a lien of not less than first priority on that certain real property located at 8000 XX Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000. As security for all indebtedness and other persons obligated obligations of Borrower to make payments constituting Accounts Bank under the Chubb Letter of Assigned Contracts Credit, Borrower shall cause ASSOCIATED INSURANCE COMPANY FOR EXCESS, an Arizona corporation (“AICE”) to make such payments directly grant to Bank security interests of first priority in all AICE’s accounts receivable and other rights to payment, accounts, general intangibles, inventory and equipment, and all replacements or substitutions for, and proceeds of the lockbox maintained sale or the disposition of, any of the foregoing, including without limitation, cash proceeds. All of the foregoing shall be evidenced by the Company (the "Lockbox") with North Fork Bank pursuant and subject to the terms of the Lockbox Agreement dated May 16such security agreements, 2005 financing statements, deeds or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Datemortgages, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directingdocuments as Bank shall reasonably require, instructing, demanding or requesting payment of any Account of any Assigned Contract all in form and substance satisfactory to Bank. Borrower shall conspicuously direct that all payments be made pay to and reimburse Bank immediately upon demand the Lockbox. Within thirty (30) days of closing, the Company shall provide copies full amount of all invoicescharges, account statements costs and other written expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox incurred by Bank in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of its other funds or propertythe foregoing security, including without limitation, filing and recording fees and costs of appraisals, collateral exams, audits, inspections, and title insurance.

Collateral. 12.1 Each The Company and the Guarantors have agreed to secure, equally and ratably, the Tranche A Loans and the Guarantees by granting to the Collateral Agent for the ratable benefit of the Lenders, the Agent and the Collateral Agent (collectively, the “Secured Parties”), first priority and second priority security interests in certain assets of the Company and NTSIcertain of the Guarantors (the “Tranche A Collateral”) as evidenced by a Security Agreement among the obligors party thereto and the Collateral Agent to be dated as of the Closing Date (the “Tranche A Security Agreement”), as applicablecertain landlord and mortgagee waivers described on Schedule 1(b) hereto (the “Landlord Waivers”), will direct and certain mortgages or deeds of trust encumbering all present and future Account Debtors of NTSI the real property set forth on Schedule 6.17 hereof1(b) hereto, in each case, to be dated the Closing Date (the “Mortgages” and, together with the Tranche A Security Agreement and other persons obligated the Landlord Waivers, the “Tranche A Collateral Documents”). The Company and certain of the Guarantors have agreed to make payments constituting Accounts of Assigned Contracts to make such payments directly secure, equally and ratably, the Tranche B Loans and the Guarantees by granting to the lockbox maintained by Collateral Agent for the Company (the "Lockbox") with North Fork Bank pursuant to the terms ratable benefit of the Lockbox Agreement dated May 16Secured Parties, 2005 or such other financial institution accepted by the Purchaser first priority security interests in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, certain assets of the Company and NTSIcertain of the Guarantors (the “Tranche B Collateral” and, together with the Tranche A Collateral, the “Collateral”) as applicableevidenced by a Security Agreement among the obligors party thereto and the Collateral Agent to be dated as of the Closing Date (the “Tranche B Security Agreement” and, together with the Tranche A Security Agreement, the “Security Agreements” and the Tranche B Security Agreement together with the Tranche A Collateral Documents, the “Collateral Documents”). The Company and the Guarantors party to the Collateral Documents, in their capacity as obligors under the Security Agreements and as mortgagors under the Mortgages, shall and shall cause the Lockbox Bank be collectively referred to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and herein as the property of the Purchaser and shall not commingle such payments with any of its other funds or property“Obligors.”)

Collateral. 12.1 Each (a) Except as permitted under the Credit ---------- Agreement, the Pledgor shall: (i) be the sole owner of each and every item of Collateral free from any right, title or interest of any third Person (other than the holder of a Permitted Lien), (ii) defend the Collateral against the claims and demands of all third Persons (other than holders of Permitted Liens), (iii) in the case of tangible property constituting part of the Company Collateral, (A) properly maintain such property and NTSIkeep it in good order and repair, as applicable, will direct all present subject to normal wear and future Account Debtors of NTSI set forth on Schedule 6.17 hereoftear, and other persons obligated to make payments constituting Accounts (B) keep such property fully insured with responsible companies of Assigned Contracts to make such payments directly recognized national standing or otherwise acceptable to the lockbox maintained by Secured Party against such risks as such Collateral may be subject to under policies containing loss payable clauses naming the Company Secured Party as loss payee, (iv) comply with (A) all Applicable Laws relating to or affecting the "Lockbox"Collateral and (B) with North Fork Bank pursuant to the terms of all deeds and leases, mortgages and other Contracts relating to premises where any Collateral is located and (C) all license and franchise agreements and other Contracts pertaining to any of the Lockbox Agreement dated May 16Collateral, 2005 (v) duly fulfill all obligations on its part to be fulfilled under or such other financial institution accepted by in connection with all Receivables and General Intangibles and do nothing intentionally to impair the Purchaser in writing as may be selected by security interests of the Company Secured Party therein, (the "Lockbox Bank"). On or prior vi) subject, during an Event of Default, to the Closing DateSecured Party's rights under Sections 3.02(f) and 3.02(i) hereof, endeavor to collect from the Company Collateral Debtor of each Collateral Obligation when due all amounts owing thereunder, except that this clause (vi) shall not require the Pledgor to take any action not in accordance with its customary collection practices, (vii) maintain its chief executive office and, if different from its chief executive office, each office where the books and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account records relating to any Assigned Contract Receivables or General Intangibles are kept, only at and shall keep all tangible property constituting part of the Collateral only at or in transit to, (A) in the case of such chief executive office or other office, the location thereof specified in, and in the case of any such tangible property constituting part of the Collateral, any of the respective locations therefor specified in, the Questionnaire, or (B) in any case, a location of which the Secured Party has received not less than 30 days prior written notice and which is located within one of the States of the United States, (viii) give the Secured Party (A) prompt notice of (1) the location of each clearly directing Account Debtors to make all payments new place of business opened by the Pledgor and (2) each new location of any Collateral, (ix) deliver to the Lockbox. IfSecured Party all certificates and instruments evidencing Securities and Instrument Collateral, notwithstanding duly endorsed in favor of the instructions to Account DebtorsSecured Party or accompanied by stock powers duly executed in blank, in either case as reasonably requested by the Company Secured Party and or NTSI, (x) provide the Secured Party with such other information as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and Collateral as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertySecured Party may reasonably request.

Collateral. 12.1 Each In the event the Repo Purchaser and the Indenture Trustees are able to reach agreement as to the market value of such collateral within a reasonable period of time, the Repo Purchaser shall be authorized to proffer such valuations to CMI in an effort to reach consensual agreement with CMI as to the market value of the Company CBO REIT Stock Collateral and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") CBO-1/Nomura Collateral in connection with North Fork Bank a Repo Disposition pursuant to the terms Repo Agreement. In the event the Repo Purchaser and the Indenture Trustees are unable to reach agreement on such valuations within a reasonable time, the Repo Purchaser shall forego its efforts to reach consensual agreement with CMI as to the market value of the Lockbox Agreement dated May 16CBO REIT Stock Collateral and the CBO-1/Nomura Collateral, 2005 or and the Repo Purchaser shall, instead, proceed to determine the market value of such other financial institution accepted collateral by the appraisal methodology provided therefore in the Repo Agreement, subject to the following procedures hereby agreed to by the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee. The Repo Agreement sets forth a procedure whereby the Repo Purchaser shall select and advise CMI in writing as may be of its selection of three (3) then designated Qualified CMBS Institutions to determine the valuation of the CBO REIT Stock Collateral and the valuation of the CBO-2 Collateral and the CBO-1/Nomura Collateral held by CBO REIT. Upon receipt of such notification of the designation of such three (3) Qualified CMBS Institutions selected by the Company Repo Purchaser, CMI is to advise the Repo Purchaser, in writing, of its selection of one (1) of such three (3) designated Qualified CMBS Institutions, who shall then determine the "Lockbox Bank"). On or prior to valuation of the Closing DateCBO REIT Stock Collateral, the Company CBO-2 Collateral and NTSI, as applicable, shall the CBO-1/Nomura Collateral. In connection with such determination of the valuation of the CBO REIT Stock Collateral and shall cause of the Lockbox Bank respective interests of the Repo Purchaser in the CBO-2 Collateral and the Note A Indenture Trustee and the Note B Indenture Trustee in the CBO-1/Nomura Collateral and the selection of the three (3) Qualified CMBS Institutions for submission to enter into all such documentation acceptable to the Purchaser pursuant to which, among other thingsCMI, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closingRepo Purchaser, the Company shall provide copies of all invoices, account statements Note A Indenture Trustee and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, Note B Indenture Trustee hereby agree as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.follows:

Collateral. 12.1 Each All collateral is stored at the Company’s principal place of business located at 0000 Xxx Xxxxxxx Xxxxx Xxxxx 00, Xxxxxxx, XX 00000.. The Company does not own any real estate SCHEDULE B Permitted Liens None 25 SCHEUDULE C Recordings Delaware SCHEDULE D Corporate Status The Company is a Delaware corporation 27 SCHEDULE E Debtor Names None 28 SCHEDULE F Patents None 29 SCHEDULE G Government Account Debtors None 30 SCHEDULE H Ownership Equity in other entities None ANNEX A to SECURITY AGREEMENT FORM OF ADDITIONAL DEBTOR JOINDER Security Agreement dated as of October 2, 2017 made by R Squared Technologies, Inc. and its Subsidiaries party thereto from time to time, as Debtors to and in favor of the Company Secured Parties identified therein (the “Security Agreement”) Reference is made to the Security Agreement as defined above; capitalized terms used herein and NTSInot otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement. The undersigned hereby agrees that upon delivery of this Additional Debtor Xxxxxx to the Secured Parties referred to above, the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder (except to the extent such representation or warranty specifically refers to an earlier date). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Schedules to the Security Agreement, as applicable. Attached hereto is an original Guaranty executed by the undersigned and delivered herewith. An executed copy of this Additional Debtor Joinder shall be delivered to the Secured Parties, will direct all present and future Account Debtors of NTSI the Secured Parties may rely on the matters set forth herein on Schedule 6.17 or after the date hereof. This Additional Debtor Joinder shall not be modified, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to amended or terminated without the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms prior written consent of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertySecured Parties.

Collateral. 12.1 Each Except with regard to Liens on Equipment constituting ---------- Fixtures, any reserved rights of the Company United States government as required under law, Liens upon Trademarks and NTSITrademark Licenses and Patents and Patent Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Uniform Commercial Code in accordance with the Security Documents, would, or in the case of Trademark Licenses and Patent Licenses may, be perfected upon filing and acceptance thereof in the United States Patent and Trademark Office, Liens on uncertificated securities, Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or 118 the District of Columbia, and Liens on Contracts or Accounts on which the United States of America or any department, agency, or instrumentality thereof is the obligor, and except for the claims of creditors of Persons receiving goods included as applicableCollateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Administrative Agent by the Borrower on the Closing Date in the jurisdictions listed on Schedule 6.1(j) (which financing statements are in proper form for filing in such jurisdictions) (and the recording of the Borrower Patent Security Agreement and the Borrower Trademark Security Agreement as set forth therein, and the making of filings in any other jurisdiction as may be necessary under any Requirement of Law after the Closing Date) and the delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will direct all present and future Account Debtors of NTSI set forth constitute valid Liens on Schedule 6.17 hereofand, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by extent provided therein, perfected security interests in the Company collateral referred to in such Security Document (but as to the "Lockbox"Copyrights and the Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) with North Fork Bank in favor of the Collateral Agent for the ratable benefit of the Lenders, which Liens will be prior to all other Liens of all other Persons, except for Liens permitted pursuant to the terms Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3), and which Liens are enforceable as such as against all other Persons (except (i) with respect to Trademarks, Trademark Licenses, Patents and Patent Licenses, to the extent that the recording of an assignment or other transfer of title thereto to the Collateral Agent in the United States Patent and Trademark Office may be necessary for such enforceability and (ii) with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9- 307(1) of the Lockbox Agreement dated May 16Uniform Commercial Code as from time 119 to time in effect in the applicable jurisdiction), 2005 or such other financial institution accepted by the Purchaser in writing except as enforceability may be selected limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Company enforcement of creditors' rights generally and by general equitable principles (the "Lockbox Bank"whether enforcement is sought by proceedings in equity or at law). On or prior to Notwithstanding any other provision of this Agreement, capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyBorrower Security Agreement.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep Each Person that becomes a Guarantor after the Lockbox Issue Date shall, subject to any applicable limitation in this Indenture and any Security Document, also become a party to the applicable Security Documents and, within the time periods set forth in ‎Section 4.15(b) and the applicable Security Documents, shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on a daily basis the Issue Date or on the date first delivered in the case of Collateral that the Indenture provides may be delivered after the Issue Date (to the extent, and deposit all checks received therein to an account designated substantially in the form (as determined by the Company in writing and (bgood faith) comply only with delivered on the instructions Issue Date or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSIdate first delivered, as applicable receives any payments(but no greater scope))), with such adjustments as the Company may determine in good faith are appropriate to reflect applicable law and the terms or requirements of the Credit Agreement or the First Lien Security Documents, as may be necessary to vest in the Collateral Trustee a perfected second-priority security interest (subject to Liens permitted by ‎Section 4.06 and Permitted Liens) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guaranty and as may be necessary in order to have such property or asset added to the Collateral as required under, and subject to the limitations set forth in, the Company Security Documents in order to satisfy the Collateral Vessel Requirements, and or NTSI, as applicable, shall immediately remit such payments thereupon all provisions of this Indenture relating to the Lockbox in their original form Collateral shall be deemed to relate to such properties and assets to the same extent and with all necessary endorsements. Until so remittedthe same force and effect; provided that for as long as the Senior Secured Credit Facility Obligations are outstanding, the Company and Grantors will not be required to take any actions to create or NTSI, as applicable shall hold all perfect any liens unless such payments in trust for and as the property of the Purchaser and shall not commingle actions are required to create or perfect liens securing such payments with any of its other funds or propertySenior Secured Credit Facility Obligations.

Collateral. 12.1 Each (a) The due and punctual payment of the Company principal of, premium, if any, and NTSIinterest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.06, and the Notes, the Note Guarantees, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement, shall be secured by a Lien on the Collateral on an equal basis with the other First Lien Indebtedness and on a senior basis to the Junior Lien Indebtedness (subject to Permitted Liens), as applicableprovided in this Indenture, will direct all present the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement to which the Issuers and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture (or, in the case of the Pari Passu Intercreditor Agreement, at such future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank date pursuant to the terms of this Indenture) and will be secured by all of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior Collateral pledged pursuant to the Closing DateCollateral Documents hereafter delivered as required or permitted by this Indenture, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other thingsCollateral Documents, the Lockbox Bank agrees to: Pari Passu Intercreditor Agreement (aif any) sweep and the Lockbox on a daily basis RPA Intercreditor Agreement. The Collateral Agent is hereby authorized and deposit all checks received therein directed to an account designated by execute and deliver the Company in writing Collateral Documents, any Pari Passu Intercreditor Agreement and (b) comply only with the instructions or other directions of RPA Intercreditor Agreement. The Issuers and the Purchaser concerning Guarantors hereby agree that the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable Collateral Agent shall hold all such payments the Collateral in trust for and as the property benefit of itself, all of the Purchaser Holders and shall not commingle such payments with any the Trustee, in each case pursuant to the terms of its other funds or property.this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement. 92

Collateral. 12.1 Each of Loan Party shall at all times keep the Company Collateral and NTSI, as applicable, will direct all present its other property and future Account Debtors of NTSI set forth on Schedule 6.17 hereofassets free and clear from any Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice when such Loan Party knows of any legal process adversely affecting such, or any Liens thereon, provided however, that the Collateral and such other persons obligated property and assets may be subject to make payments constituting Accounts of Assigned Contracts Permitted Liens. No Loan Party shall agree with any Person other than Agent or Lender not to make such payments directly encumber its property other than (i) in connection with Permitted Liens solely to the lockbox maintained by extent such restriction applies to assets permitted to be excluded from the Company (the "Lockbox") with North Fork Bank Collateral pursuant to Section 3.2, (ii) customary restrictions on the terms assignment of the Lockbox Agreement dated May 16leases, 2005 licenses and other agreements, and (iii) in connection with Permitted Transfers (provided that this clause (iii) shall not be construed to permit a Loan Party to agree with any Person (other than Agent or such other financial institution accepted by the Purchaser Lender) to grant a security interest on a Loan Party’s property in writing as may be selected by the Company (the "Lockbox Bank"connection with a Permitted Transfer). On or prior to the Closing Date, the Company and NTSI, as applicable, No Loan Party shall and shall cause the Lockbox Bank to enter into all such documentation acceptable or suffer to exist or become effective any agreement that prohibits or limits the Purchaser pursuant ability of any Loan Party to whichcreate, among incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, in each case, other things, the Lockbox Bank agrees to: than (a) sweep this Agreement and the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and other Loan Documents, (b) comply any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) in connection with Permitted Liens, Permitted Indebtedness and Permitted Transfers, and (d) customary restrictions on the instructions or other directions assignment of the Purchaser concerning the Lockbox. All of the NTSI's invoicesleases, account statements licenses and other agreements. Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written or oral communications directing, instructing, demanding or requesting payment notice of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit legal process adversely affecting such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertySubsidiary’s assets.

Collateral. 12.1 Each of As continuing security for the Company Loan Obligation, the Client hereby assigns, grants and NTSIconveys to SB a first priority Lien and security interest in all cash, as applicablestocks, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofbonds, and other persons obligated securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without SB’s approval, upon such terms and conditions as may be prescribed by SB. The Client agrees to make payments constituting Accounts take any action reasonably requested by SB to maintain and preserve SB’s first priority Lien and security interest in the Collateral. Client hereby authorizes SB to prepare and file Uniform Commercial Code financial statements without the signature of Assigned Contracts Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and SB has no further obligations under this Agreement. At any time prior to the Client first requesting an Advance hereunder, Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral and remains as cash in the Account. From the date of the first Advance until the Loan Obligation has been repaid in full and SB has no further obligations under this Agreement, all interest paid on the Collateral shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) and any other portion of the Loan Obligation then due, and Client authorizes SB to make such payments directly applications without any further approval or consent of Client required; provided, that, upon request made to SB, Client shall be entitled to withdraw from the Account on or after the 15th day of each month (except to the lockbox maintained by extent that a Shortfall would result from such withdrawal) the Company (amount of such interest paid on the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or Collateral prior to the Closing Date, first day of such month exceeding (x) any accrued but unpaid interest on the Company and NTSI, as applicable, shall and shall cause Loan Obligation (including the Lockbox Bank amount of any interest added to enter into all such documentation acceptable to the Purchaser principal pursuant to which, among other things, Section 3) plus (y) the Lockbox Bank agrees to: (a) sweep amount of interest on the Lockbox on a daily basis and deposit all checks received therein to an account designated by Loan Obligation payable for the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertypreceding month.

Collateral. 12.1 Each To secure the full and complete payment and performance of the Company Obligations (or, with respect to any Lien granted by any Subsidiary of the Borrower in accordance with CLAUSE (B) succeeding, to secure the full and NTSIcomplete payment and performance of all indebtedness, 10 liabilities and obligations of each Subsidiary Guarantor under its Guarantee of the Obligations), (a) the Borrower will, and will cause each of the Subsidiary Pledgors to, grant to the Agent for the benefit of the Agent and the Lenders a perfected, first priority Lien on all of its right, title and interest in and to all Capital Stock of the Subsidiaries of the Borrower that are corporations (except for Excluded Subsidiaries) owned by the Borrower or any Subsidiary (except for Excluded Subsidiaries) of the Borrower, whether now owned or hereafter acquired, pursuant to the Security Documents and (b) subject to the succeeding provisions of this SECTION 5.1, the Borrower will, and will cause each of its Subsidiaries to, at any time and from time to time on or after April 14, 1997, and promptly upon (and, in any event unless the Agent and the Required Lenders otherwise agree, within ten (10) Business Days after) any written request of the Agent or the Required Lenders delivered to the Borrower, grant to the Agent for the benefit of the Agent and the Lenders a perfected, first priority Lien (subject only to Permitted Liens, if any, which are, in accordance with this Agreement, expressly permitted to have priority over such Liens) on all of its right, title and interest in and to any one or more of the real Properties (or interests therein) and tangible personal Properties located thereon or used in connection therewith, whether now owned or hereafter acquired, of the Borrower and/or its Subsidiaries as may be so requested and selected by the Agent and the Documentation Agent, which Liens shall be granted pursuant to and evidenced and accompanied by such agreements, documents or instruments consistent with this Agreement as the Agent and the Documentation Agent or the Required Lenders may reasonably request. In connection with the execution of any agreement, document or instrument referred to in CLAUSE (B) of the immediately succeeding sentence which creates or evidences a Lien on any real Property or any interest therein, the Borrower will, or will cause its appropriate Subsidiary to, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated deliver or cause to make payments constituting Accounts of Assigned Contracts to make such payments directly be delivered to the lockbox maintained Agent each of the following which may be requested by the Company (Agent or the "Lockbox") with North Fork Bank pursuant Documentation Agent at any time or from time to time, each of which will be in form and substance reasonably satisfactory to the terms Agent and the Documentation Agent and all of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may which shall be selected by the Company (the "Lockbox Bank"). On or prior delivered to the Closing DateAgent promptly upon (and, in any event, unless the Company and NTSIAgent otherwise agrees, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: within sixty (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (3060) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit after) such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.request:

Collateral. 12.1 Each (a) The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) the Minimum Value of the Company oil and NTSIgas properties owned by Borrower and its Restricted Subsidiaries, (ii) all Related Assets (to the extent Borrower has requested that the value of such Related Assets be taken into account by Administrative Agent and Required Banks for purposes of establishing the Borrowing Base), and (iii) one hundred percent (100%) of the issued and outstanding Equity of each Restricted Subsidiary of Borrower. On the Closing Date, Borrower shall (A) deliver to Administrative Agent for the ratable benefit of each Bank, Mortgages and Assignment and Amendments to Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and/or its Restricted Subsidiaries, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, will direct all present evidence and future Account Debtors perfect first and prior Liens in the oil and gas properties and other interests of NTSI set forth on Schedule 6.17 hereofBorrower and its Restricted Subsidiaries required by this Section 6.1(a), (B) execute and deliver to Administrative Agent (1) a Restricted Subsidiary Pledge Agreement, and other persons obligated (2) such UCC-1 and UCC-3 financing statements as Administrative Agent shall request to make payments constituting Accounts of Assigned Contracts fully evidence and perfect the Liens created by such Restricted Subsidiary Pledge Agreement, and (C) deliver to make such payments directly Administrative Agent (to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank extent not previously delivered pursuant to the terms of the Lockbox Agreement dated May 16Existing Chase Credit Agreement) the certificate(s) evidencing the issued and outstanding Equity of SWAT, 2005 PBNR and POC, duly endorsed or such other financial institution accepted accompanied by appropriate blank stock powers. Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Purchaser Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in writing as may be selected by Administrative Agent’s sole discretion) to perfect (or continue perfection of) the Company (the "Lockbox Bank"). On or prior Liens granted pursuant to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyLoan Papers.

Collateral. 12.1 Each (a) The Obligations and the Hedge Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Company and NTSILenders, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16Security Documents, 2005 or such other financial institution accepted in (i) the direct and indirect Equity Interests owned by the Purchaser Borrower and its Subsidiaries in writing as may be selected by each Subsidiary of the Company Borrower that owns any Collateral Property and in each other Subsidiary of the Borrower (excluding the "Lockbox Bank"). On or prior BVI Entities) that owns an interest in any other Real Estate that is not a Collateral Property, in each case, pursuant to documentation reasonably acceptable to the Closing DateAgent; provided that the Borrower shall not be required to pledge any portion of such Equity Interests to the extent (and only to the extent) that such a grant of a security interest is prohibited by, or under the terms thereof, may give rise to a default, breach, right of recoupment, buyout, repurchase, purchase option, right of first refusal or similar rights (whether effective with the pledge or any related exercise of rights thereunder), claim, defense or remedy, or directly or indirectly results in the termination of or requires any consent not obtained under, the Company and NTSIdocuments evidencing or securing third-party first mortgage or mezzanine indebtedness of such Subsidiary; provided further that, to the extent such pledge of any portion of such Equity Interests is restricted as applicableset forth in the previous proviso, shall the Borrower shall, and shall cause any applicable Subsidiaries to, to the Lockbox Bank extent permitted under any such debt instruments, pledge to enter into all such the Agent, pursuant to documentation reasonably acceptable to the Purchaser pursuant Agent, all of the economic interests and rights to whichreceive dividends, among other thingsdistributions, or cash flow in respect of the Equity Interests of such Subsidiary; (ii) all of the economic interests and rights to receive dividends, distributions, or cash flow in respect of the Equity Interests of the BVI Entities; provided that the Borrower shall not be required to pledge any portion of such Equity Interests to the extent (and only to the extent) that such a grant of a security interest is prohibited by, or under the terms thereof, may give rise to a default, breach, right of recoupment, buyout, repurchase, purchase option, right of first refusal or similar rights (whether effective with the pledge or any related exercise of rights thereunder), claim, defense or remedy, or directly or indirectly results in the termination of or requires any consent not obtained under, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing documents evidencing or securing third-party first mortgage or mezzanine indebtedness of such Subsidiary; and (biii) comply only the proceeds of all Equity Offerings and any other capital events with the instructions respect to any Credit Party and its Subsidiaries, including, without limitation, any asset sales, financing, refinancings, or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment recapitalizations of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written such Person or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds assets. For the avoidance of doubt, notwithstanding anything to the contrary set forth in this Agreement, it is hereby acknowledged and agreed that until the mezzanine loan secured by the pledge of mezzanine borrower’s ownership interest in HPT Sunbelt Portfolio, LLC, the owner of the properties known as the Inverness Center, Meridian Building, and Wxxxx Fargo Tower that are located in Alabama is paid in full or propertyotherwise amended to permit such transactions, no Equity Interests or economic interests in HPT Sunbelt Portfolio, LLC shall constitute Collateral for the Obligations and HPT Sunbelt Mezzanine, LLC shall not be a Guarantor or otherwise be obligated under the Obligations.

Collateral. 12.1 Each (a) The due and punctual payment of the Company principal of, premium, if any, and NTSIinterest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreements and the Collateral Documents, shall be secured by a Lien on the Collateral on an equal basis with the other First Lien Priority Indebtedness and on a senior basis to the First Lien Junior Priority Indebtedness and the Second Priority Lien Obligations (subject to Permitted Liens), as applicableprovided in this Indenture, the Collateral Documents and the Intercreditor Agreements to which the Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will direct be secured by all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly the Collateral pledged pursuant to the lockbox maintained Collateral Documents hereafter delivered as required or permitted by this Indenture, the Company (Collateral Documents and the "Lockbox") with North Fork Intercreditor Agreements. The Trustee, for the benefit of the Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreements. The Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Collateral Documents and the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyIntercreditor Agreements.

Collateral. 12.1 Each If an Event of the Company Default has occurred and NTSIis continuing, as applicableAdministrative Agent shall have, will direct in addition to all present and future Account Debtors other rights of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing DateAdministrative Agent, the Company rights and NTSI, as applicable, shall and shall cause remedies of a secured party under the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees toUCC. At any time when an Event of Default is in existence: (ai) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Administrative Agent may notify Account Debtors to make payment directly to Administrative Agent, for the account of Lenders, or to such address as Administrative Agent may specify, and enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Administrative Agent considers appropriate, and in such case, Administrative Agent will credit the Obligations with only the net amounts received by Administrative Agent in payment thereof after deducting all payments Lender Expenses incurred or expended in connection therewith; (ii) Administrative Agent may cause the Pledged Cash Collateral to be applied to the LockboxObligations, without prior notice; (iii) Administrative Agent may take possession of the Collateral and keep it on Borrower's premises or remove all or any part of it to another location selected by Administrative Agent; (iv) on request by Administrative Agent, Borrower will, at Borrower's cost, assemble the Collateral and make it available to Administrative Agent at a place reasonably convenient to Administrative Agent; and (v) Administrative Agent may sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Administrative Agent deems appropriate. IfUnless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Administrative Agent will give Borrower reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. For this purpose, it is agreed that at least five (5) days notice of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 14.6 shall be deemed to be reasonable notice in conformity with the UCC. Administrative Agent may adjourn or otherwise reschedule any public sale by announcement at the time and place specified in the notice of such public sale, and such sale may be made at the time and place as so announced without necessity of further notice. Administrative Agent shall not be obligated to sell or dispose of any Collateral, notwithstanding any prior notice of intended disposition. If any Collateral is sold on terms other than payment in full at the instructions time of sale, no credit shall be given in reduction of the Obligations until Administrative Agent receives payment in cash, and if any such buyer defaults in payment, Administrative Agent may resell the Collateral without further notice to Account DebtorsBorrower. In the event Administrative Agent seeks to take possession of all or any portion of the Collateral by judicial process, Borrower waives the Company and posting of any bond, surety or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments security with respect thereto which might otherwise be required. Borrower agrees that Administrative Agent has no obligation to preserve rights to the Lockbox Collateral or marshal any Collateral for the benefit of any Person. Administrative Agent is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, name, trade secrets, trade names, trademarks in their original form with completing production of, advertising or selling any Collateral, and Borrower's rights under all necessary endorsementslicenses shall inure to Administrative Agent's benefit for such purpose. Until so remittedThe proceeds of any sale or disposition of Collateral shall be applied first to all expenses of sale, including reasonable attorneys' fees, and then to the Company and or NTSI, as applicable Obligations. Borrower shall hold all such payments in trust remain liable for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertydeficiency.

Collateral. 12.1 Each (f) The Administrative Agent and such Persons as the Administrative Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Company Article 9 Collateral is located, at reasonable times and NTSIintervals during normal business hours upon reasonable advance notice to the respective Grantor, as applicableto discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, will direct all present in accordance with Section 6.10 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and future status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of NTSI set forth making such a verification. Subject to Section 10.07 of the Credit Agreement, the Administrative Agent shall have the right to share any information it gains from such inspection or verification with any Secured Party. (g) At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on Schedule 6.17 hereofthe Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and other persons obligated to make payments constituting Accounts may pay for the maintenance and preservation of Assigned Contracts to make such payments directly the Article 9 Collateral to the lockbox maintained extent any Grantor fails to do so as required by the Company (Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the "Lockbox") with North Fork Bank Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the terms of foregoing authorization; provided, however, that nothing in this Section 4.03(g) shall be interpreted as excusing any Grantor from the Lockbox Agreement dated May 16performance of, 2005 or such other financial institution accepted by imposing any obligation on the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On Administrative Agent or prior any Secured Party to the Closing Datecure or perform, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions any covenants or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment promises of any Account of any Assigned Contract shall conspicuously direct that all payments be made Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyLoan Documents.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated The security interests granted to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank Administrative Agent pursuant to the terms of Collateral Documents in the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior Collateral related to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank Funded Projects (including equipment leased to enter into all such documentation acceptable to the Purchaser a Project Owner pursuant to which, among other things, an Equipment Lease) and the Lockbox Bank agrees to: Funded Turbines (a) sweep constitute as to personal property included in the Lockbox Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent a security interest can be perfected by filing or, in the case of the Accounts and the Pledged Equity Interests (the Pledged Equity Interests being "certificated securities" as defined in Article 8 of the UCC), by possession by or on a daily basis and deposit all checks received therein to an account designated by behalf of the Company in writing secured party and (b) comply only are, and, with respect to such subsequently acquired personal property, will be, as to Collateral related to the instructions Funded Projects (including equipment leased to a Project Owner pursuant to an Equipment Lease) and the Funded Turbines perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise; provided, however, as set forth in the Collateral Documents, the Lien on the Collateral comprising each Project (including equipment leased to a Project Owner pursuant to an Equipment Lease) or Turbine shall not secure those Obligations relating to or arising from Projects owned by Project Owners that own one or more Projects that have achieved Operation prior to the relevant Funding Date or Turbine Funding Date, as the case may be. Except to the extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Administrative Agent's rights in and to such Collateral to the extent Administrative Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other directions similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the Purchaser concerning the Lockbox. All interest, title or Liens of the NTSI's invoicesCollateral Documents related to the Funded Projects (including equipment leased to a Project Owner pursuant to an Equipment Lease) and the Funded Turbines, account statements and other written all such filings or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be recordings will have been made to the Lockboxextent Administrative Agent's security interest can be perfected by filing. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written Each Portfolio Entity has properly delivered or oral communications directing, instructing, demanding or requesting payment of any Account relating caused to any Assigned Contract each clearly directing Account Debtors be delivered to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold Administrative Agent all such payments in trust for and as the property Collateral that requires perfection of the Purchaser Lien and shall not commingle such payments with any of its other funds or propertysecurity interest described above by possession.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI Subject to limitations set forth on Schedule 6.17 hereofin the last sentence of this Section 6.22, and other persons obligated to make payments constituting Accounts substantially contemporaneously with the effectiveness of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank")Amendment No. On or prior to the Closing Date3, the Company and NTSIBorrower shall, as applicable, shall and shall cause each Guarantor to, grant a first (subject to Liens permitted hereby) priority security interest to the Lockbox Bank Collateral Agent for the benefit of the Secured Parties in all assets (including real property and the Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and resolutions to be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 3, the Borrower shall cause such Guarantor within ten Business Days to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in consultation with the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the Credit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into all any such documentation acceptable amendment or agreement). Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the foregoing, (v) to the Purchaser pursuant extent that the pledge of 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to which, among other thingsresult in adverse tax consequences to the Borrower, the Lockbox Bank agrees to: (a) sweep pledge of the Lockbox on a daily basis and deposit all checks received therein Capital Stock of such Subsidiary shall be limited to an account designated by 65% of the Company in writing Capital Stock of such Subsidiary and (bvi) comply only with the instructions or other directions Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such security interest would outweigh the Purchaser concerning benefit to the Lockbox. All of the NTSI's invoices, account statements Lenders and other written or oral communications directing, instructing, demanding or requesting payment assets in which it may determine that the taking of any Account of any Assigned Contract shall conspicuously direct that all payments a security interest would not be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyadvisable.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep The Borrower will, and will cause each of its Subsidiaries to, (i) within 60 days of the Lockbox on Effective Date provide evidence satisfactory to the Administrative Agent that substantially all Certificates of Title for each vehicle with a daily basis gross vehicle weight in excess of 40,000 pounds, including all mixer trucks and deposit all checks received therein to an account designated aggregate delivery trucks, owned by the Company Borrower or any Subsidiary have been submitted to the appropriate state department of motor vehicles or other regulatory authority as appropriate for the jurisdiction of location of such vehicle for the purpose of having the Administrative Agent for the benefit of the Lenders recorded as lienholder on each of such Certificates of Title, (ii) within 30 days of the acquisition after the Effective Date of any vehicle weighing in writing excess of 40,000 pounds, provide evidence satisfactory to the Administrative Agent that the Certificate of Title for such newly acquired vehicle shall have been submitted to the appropriate state department of motor vehicles or other regulatory authority as appropriate for the jurisdiction of location of such vehicle for the purpose of having the Administrative Agent for the benefit of the Lenders recorded as lienholder on each such Certificate of Title; provided, that in either case of (i) or (ii) above and so long as there is no Default or Event of Default, any Certificate of Title which evidences the Administrative Agent for the benefit of the Lenders as lienholder shall be returned to the Borrower, (iii) promptly upon receipt, provide to the Administrative Agent a copy of each Certificate of Title submitted pursuant to clause (i) and (bii) comply only with above showing the instructions or other directions Administrative Agent as lienholder and (iv) use reasonably commercial efforts to provide to the Administrative Agent within 60 days of the Purchaser concerning the Lockbox. All of the NTSIEffective Date landlord's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made consents to the Lockbox. Within thirty (30assignment of leasehold estates not pledged pursuant to Section 4.01(c)(iv) days and to execute leasehold deeds of closingtrust or mortgages, the Company shall provide copies of all invoicessubject only to Permitted Liens, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit granting a first priority perfected security interest in such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyleasehold interests.

Collateral. 12.1 Each (a) The due and punctual payment of the Company principal of, premium, if any, and NTSIinterest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreement and the Collateral Documents, shall be secured by Lien on the Collateral on a junior basis to the First Priority Lien Obligations and on a senior basis to the Second Priority Lien Obligations (subject to Permitted Liens), as applicableprovided in this Indenture, the Collateral Documents and the Intercreditor Agreements to which the Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will direct be secured by all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly the Collateral pledged pursuant to the lockbox maintained Collateral Documents hereafter delivered as required or permitted by this Indenture, the Company (Collateral Documents and the "Lockbox") with North Fork Intercreditor Agreements. The Trustee, for the benefit of the Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreements. The Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Collateral Documents and the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyIntercreditor Agreements.

Collateral. 12.1 Each (a) The Company and each other Loan Party with an interest in the Four Seasons Macao Overall Project or the Site for such Project: (i) shall have executed (1) a Mortgage covering its interests in such Project and Site (including, without limitation, a Mortgage covering the interest of VML in the “air parcel” and “horizontal property” comprised in such Project and Site), (2) a Land Security Assignment granting the Collateral Agent a first priority security interest over its interest in the Land Concession Contract relating to such Project, (3) a Power of Attorney in respect of such Land Concession Contract and Site (including, without limitation, a supplemental Power of Attorney executed by VML in respect of the Mortgage covering its interest in the “air parcel” and “horizontal property” comprised in such Project and Site), and (4) all other Collateral Documents reasonably requested by the Bank Agent or necessary to grant the Secured Parties a perfected, first priority security interest on all assets of the Company and NTSIthe Loan Parties (including, as applicablewithout limitation, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained contractual arrangements entered into by the Company or any Loan Party ) relating to such Project, other than Excluded Collateral, and subject to the rights and priorities of Permitted Liens as may be permitted under the Credit Agreement and unless perfection of such security interest is not required under Section 4.11(a), (b) and (c) of the "Lockbox"Security Agreement or the applicable Macau Security Document (in each case, in form and substance reasonably satisfactory to the Disbursement Agent and the Bank Agent (in consultation with the Construction Consultant)); (ii) with North Fork Bank pursuant shall have delivered to each Consent counterparty a notice of the security interest being granted in the applicable Material Contract (provided that such notice shall not be required if such notice is contained in such Consent and the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior Consent are sufficient under Macau law to perfect such security interest without any additional notice to the Consent counterparty); and (iii) shall have delivered favorable opinions of counsel in form and substance reasonably acceptable to the Bank Agent substantially similar to the opinions delivered on the Closing Date, Date pursuant to Section 4.1K of the Credit Agreement in respect of the Company and NTSIsuch other Loan Parties, as applicable, shall such Project and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral Documents.

Collateral. 12.1 Each All obligations of Borrower under the Credit Facility and of the Company Guarantors under the guarantees, will be secured by first priority perfected security interests (and NTSIwhere applicable consisting of fixed and floating charges) in substantially all existing and after-acquired real and personal property of Borrower and each Guarantor, including, without limitation, 100% of all outstanding equity interests, subject to customary exclusions to be agreed (including mutually acceptable limitations on guarantees by foreign subsidiaries and liens on the assets or equity interests of foreign subsidiaries, in each case to the extent a material adverse tax effect (including without limitation from the effect of Section 956 of the Internal Revenue Code of 1986, as applicable, will direct all present amended) would result on the Borrower and future Account Debtors of NTSI set forth the Guarantors based on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly diligence satisfactory to the lockbox maintained by Lenders, provided that the Company foregoing limitations shall not apply to PLC or DAC (the "Lockbox") “Collateral”). Borrower and the Guarantors shall be required to maintain account control agreements with North Fork Bank pursuant respect to all material deposit and securities accounts (in the United States and to the terms extent applicable other methods of perfection for floating and fixed charges in any other applicable jurisdiction), subject to exclusions and limitations to be agreed but no less restrictive than those contained in the Lockbox Agreement dated May 16, 2005 or such Existing Bridge Credit Agreement. Control agreement springing triggers shall in all events be subject to the applicable cure periods for events of default (other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"than events of default that are defined to include cure periods). On or prior No immaterial subsidiary will be required to take any action with respect to the Closing Datecreation or perfection of liens under non-United States law, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank other than reasonable actions with respect to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions PLC or other directions of the Purchaser concerning the LockboxDAC. All of the NTSI's invoicesabove-described pledges, account statements security interests and other written or oral communications directingmortgages shall be created on terms, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made and pursuant to documentation reasonably satisfactory to the Lockbox. Within thirty Lenders (30) days including, in the case of closingreal property, by customary items such as satisfactory title insurance and surveys), and none of the Company Collateral shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating be subject to any Assigned Contract each clearly directing Account Debtors to make all payments other liens, claims or encumbrances, except permitted liens and encumbrances acceptable to the Lockbox. If, notwithstanding Lenders to be set forth in the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCredit Documentation.

Collateral. 12.1 Each The Revolving Credit Notes, the Swing Line Note, the Reimbursement Obligations and the other obligations of the Company hereunder relating thereto shall be secured by (i) valid and NTSIperfected first priority liens (subject to any Permitted Liens) on inventories, as applicableaccounts receivable, will direct all present machinery and future Account Debtors of NTSI set forth on Schedule 6.17 hereofequipment, farm products and certain crops and other persons obligated to make payments constituting Accounts assets of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of a Security Agreement of even date herewith by and between the Lockbox Agreement dated May 16Company and the Agent for itself and for the benefit of the Banks, 2005 or such other financial institution accepted by as the Purchaser in writing as same may be selected amended or restated from time to time; (ii) valid and perfected first priority liens (subject to any Permitted Liens) on the fixtures and real properties of the Company and Minot described on Schedule 4.1(a) attached hereto; (iii) valid and perfected first priority liens (subject to any Permitted Liens) on the inventories, accounts receivable, machinery and equipment, farm products and certain crops and other assets of Minot pursuant to the terms of a Security Agreement of even date herewith by and between Minot and the Agent for itself and for the benefit of the Banks, as the same may from time to time be amended or restated; (iv) valid and perfected first priority liens (subject to any Permitted Liens) on any assets of Cranberry Businesses acquired by the Company pursuant to Section 7.13(f) hereof (other than real property of the Cranberry Business acquired constituting a cranberry xxxxx, if any, and related fixtures (including cranberry vines that have not been severed from the real estate) and bog equipment and subject to the Agent's agreement to limit or subordinate the liens of the Banks on the crops grown or to be grown on the cranberry marshes and the proceeds thereof other than during the growing season for which the Banks have extended credit to the Company on terms substantially similar to those set forth in those certain Subordination and Intercreditor Agreements by and between The Equitable Life Assurance Society of the United States and Xxxxxx; (v) valid and perfected first priority liens (subject to any Permitted Liens) on the fixtures and real properties of the Company described on Schedule 4.1(b) attached hereto (the "Lockbox BankCompany Marshes"); (vi) the Minot Guaranty; and (vii) Grants of Security Interests in Trademarks and Grants of Security Interests in Copyrights, each to be executed by the Company and Minot in favor of the Agent for itself and for the benefit of the Banks (collectively, the "IP Grants"). On or prior The Agent and the Banks hereby agree that upon the Company's receipt of funds from the issuance and sale of the Senior Notes and the application of not less than Thirty Million Dollars ($30,000,000) of the proceeds from the issuance and sale of the Senior Notes to the Closing Daterepayment of Revolving Credit Loans, the Agent shall (x) release the liens of the Banks on the Company Marshes and NTSIrelated fixtures (including cranberry vines that have not been severed from the Cranberry Marshes) and bog equipment, (y) provide such mortgage satisfactions and UCC termination statements as applicable, shall the Company may reasonably request and shall cause (z) limit or subordinate the Lockbox Bank liens of the Banks on the crops grown or to enter into all such documentation acceptable be grown on the Cranberry Marshes and the proceeds thereof other than during the growing season for which the Banks have extended credit to the Purchaser pursuant Company on terms substantially similar to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis those set forth in those certain Subordination and deposit all checks received therein to an account designated Intercreditor Agreements by the Company in writing and (b) comply only with the instructions or other directions between The Equitable Life Assurance Society of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements United States and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyXxxxxx.

Collateral. 12.1 Each of As continuing security for the Company Loan Obligation, the Client hereby assigns, grants and NTSIconveys to CGMHI a first priority Lien and security interest in all cash, as applicablestocks, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofbonds, and other persons obligated securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without CGMHI’s approval, upon such terms and conditions as may be prescribed by CGMHI. The Client agrees to make payments constituting Accounts take any action reasonably requested by CGMHI to maintain and preserve CGMHI’s first priority Lien and security interest in the Collateral. Client hereby authorizes CGMHI to prepare and file Uniform Commercial Code financial statements without the signature of Assigned Contracts Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and CGMHI has no further obligations under this Agreement. At any time prior to the Client first requesting an Advance hereunder, Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral and remains as cash in the Account. From the date of the first Advance until the Loan Obligation has been repaid in full and CGMHI has no further obligations under this Agreement, all interest paid on the Collateral shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) and any other portion of the Loan Obligation then due, and Client authorizes CGMHI to make such payments directly applications without any further approval or consent of Client required; provided, that, upon request made to CGMHI, Client shall be entitled to withdraw from the Account on or after the 15th day of each month (except to the lockbox maintained by extent that a Shortfall would result from such withdrawal) the Company (amount of such interest paid on the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or Collateral prior to the Closing Date, first day of such month exceeding (x) any accrued but unpaid interest on the Company and NTSI, as applicable, shall and shall cause Loan Obligation (including the Lockbox Bank amount of any interest added to enter into all such documentation acceptable to the Purchaser principal pursuant to which, among other things, Section 3) plus (y) the Lockbox Bank agrees to: (a) sweep amount of interest on the Lockbox on a daily basis and deposit all checks received therein to an account designated by Loan Obligation payable for the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertypreceding month.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to Effective upon any Subsidiary becoming a Guarantor after the Closing Date, the Company and NTSI, as applicable, shall and Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Lockbox Bank Administrative Agent may agree) to enter into grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Purchaser pursuant Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to whichthe Administrative Agent from time to time such schedules, among confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other thingsassurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, the Lockbox Bank agrees to: (a) sweep neither the Lockbox on Borrower nor any other Guarantor shall be obligated hereby to grant a daily basis and deposit all checks received therein to an account designated by security interest in any asset if the Company granting of such security interest would result in writing and the violation of any applicable law or regulation, (b) comply only with the instructions Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or other directions applicable law (after giving effect to relevant provisions of the Purchaser concerning Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Lockbox. All Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the NTSI's invoicesforegoing, account statements other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other written assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or oral communications directingmore third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, instructing(e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, demanding or requesting payment (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of any Account of any Assigned Contract shall conspicuously direct that all payments be made obtaining such security interest would outweigh the benefit to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements Lenders and other written assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, pledge agreements shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertybe required.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep Borrower shall not take any action (nor permit or consent to the Lockbox on a daily basis and deposit all checks received therein taking of any action) which might reasonably be anticipated to an account designated impair the value of the Collateral or any of the rights of Agent or Lenders in the Collateral. Borrower shall not (i) modify or amend any of the Pledged Documents without Agent's prior written consent except that Borrower shall be permitted to modify up to (1) 15% of the Notes Receivable which are to be pledged to Agent by reducing the Company in writing and interest rate charged and/or (2) 20% of the Notes Receivable which are to be pledged to Agent by extending the term of the Notes Receivable beyond 84 months so long as (a) no Financed Notes Receivable shall have been modified more than two times; (b) comply only with the instructions or other directions all Financed Notes Receivable have a weighted average interest rate of at least 13.75%; (c) no term exceeds 120 months; (d) no more than 20% of all Financed Notes Receivable have a term exceeding 84 months; (e) at such time as 10% of the Purchaser concerning Financed Notes Receivable constitute Notes Receivable which have been modified as permitted hereunder any additional modified Notes Receivable to be pledged to Agent shall be subject to the Lockbox. All further requirement that the Purchasers under such modified Notes Receivable to be pledged to Agent shall have made two (2) timely and consecutive monthly payments; (f) no additional modified Notes Receivable shall be pledged to Agent after the expiration of the NTSI's invoicesRevolving Period except in replacement of a modified Financed Note Receivable which has become ineligible; (g) no unmodified Financed Note Receivable which becomes ineligible may be replaced with a modified Note Receivable; and (h) there shall be no limit on assumptions of Notes Receivable provided the purchaser has made a 10% down payment, account statements and other written or oral communications directing(ii) grant extensions of time for the payment of, instructingcompromise for less than the full face value, demanding release in whole or requesting in part any Purchaser liable for the payment of, or allow any credit whatsoever except for the amount of cash to be paid upon, any Account of Collateral or any Assigned Contract shall conspicuously direct that all payments be made to instrument or document representing the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral.

Collateral. 12.1 Each If an Event of the Company Default has occurred and NTSIis continuing, as applicableLender shall have, will direct in addition to all present and future Account Debtors other rights of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing DateLender, the Company rights and NTSI, as applicable, shall and shall cause remedies of a secured party under the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees toUCC. At any time when an Event of Default is in existence: (ai) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Lender may notify Account Debtors to make payment directly to Lender or to such address as Lender may specify, and enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Lender considers appropriate, and in such case, Lender will credit the Obligations with only the net amounts received by Lender in payment thereof after deducting all payments Lender Expenses incurred or expended in connection therewith; (ii) Lender may take possession of the Collateral and keep it on Credit Parties’ or Guarantor’s premises or remove all or any part of it to another location selected by Lender; (iii) on request by Lender, Credit Parties and Guarantor will, at Credit Parties’ and Guarantor’s cost, assemble the Collateral and make it available to Lender at a place reasonably convenient to Lender; and (iv) Lender may, to the Lockboxfullest extent permitted by Applicable Law, sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Lender deems appropriate. IfUnless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give the appropriate Credit Party or Guarantor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. For this purpose, it is agreed that at least ten (10) days’ notice of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 13.6 shall be deemed to be reasonable notice in conformity with the UCC. Lender may adjourn or otherwise reschedule any public sale by announcement at the time and place specified in the notice of such public sale, and such sale may be made at the time and place as so announced without necessity of further notice. Lender shall not be obligated to sell or dispose of any Collateral, notwithstanding any prior notice of intended disposition. If any Collateral is sold on terms other than payment in full at the instructions time of sale, no credit shall be given in reduction of the Obligations until Lender receives payment in cash, and if any such buyer defaults in payment, Lender may resell the Collateral without further notice to Account DebtorsCredit Parties and Guarantor. In the event Lender seeks to take possession of all or any portion of the Collateral by judicial process, each Credit Party and Guarantor waives the Company posting of any bond, surety or security with respect thereto which might otherwise be required. Each Credit Party and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments Guarantor agrees that Lender has no obligation to preserve rights to the Lockbox Collateral or marshal any Collateral for the benefit of any Person. Lender is hereby granted a license or other right to use, without charge, each Credit Party’s and Guarantor’s Proprietary Rights in their original form with completing production of, advertising or selling any Collateral, and each Credit Party’s and Guarantor’s rights under all necessary endorsementslicenses shall inure to Lender’s benefit for such purpose. Until so remitted, The proceeds of any sale or disposition of Collateral shall be applied to the Company Obligations as set forth in Section 4.7. The rights and or NTSI, as applicable shall hold all such payments in trust for and as the property remedies of the Purchaser Lender under this Agreement and the other Loan Documents shall be cumulative. The Lender shall have all other rights and remedies not commingle such payments with any of its inconsistent herewith as provided under the UCC, other funds Applicable Law or propertyin equity.

Collateral. 12.1 Each As security for all indebtedness of Borrower to Bank subject hereto, Borrower hereby grants to Bank security interests of first priority in the following (hereafter, the "Collateral"): (i) Borrower's Market Rate account #7735-113990 maintained at Bank, or any replacement or substitution therefor, including any account resulting from a renumbering or other administrative re-identification thereof ("WFB Market Rate Account"); (ii) Borrower's Xxxxx Capital Management account #00000000 maintained at Bank; and (iii) all accounts receivable and other rights to payment, general intangibles, equipment and all other personal property more particularly described in the Security Agreements (as defined below) and all proceeds of the Company foregoing. All of the foregoing shall be evidenced by and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant subject to the terms of such security agreements, financing statements, deeds of trust and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank, including, without limitation, the Lockbox following security agreements: (i) that certain Continuing Security Agreement: Rights to Payment, dated as of the date hereof, and executed by Borrower in favor of Bank ("Rights to Payment Security Agreement"); (ii) that certain Security Agreement: Equipment, dated as of the date hereof, and executed by Borrower in favor of Bank ("Equipment Security Agreement"); (iii) that certain Security Agreement: Securities Account, dated as of the date hereof, and executed by Borrower in favor of Bank ("Securities Account Security Agreement"); and (iv) that certain Security Agreement: Specific Rights to Payment, dated as of the date hereof, and executed by Borrower in favor of Bank ("Specific Rights to Payment Security Agreement"; collectively with the Rights to Payment Security Agreement, the Equipment Security Agreement dated May 16and the Securities Account Security Agreement, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox BankSecurity Agreements"). On or prior to the Closing Date, the Company Borrower shall reimburse Bank immediately upon demand for all costs and NTSI, as applicable, shall and shall cause the Lockbox expenses incurred by Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of its other funds or propertythe foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. 12.1 Each As security for all indebtedness and other obligations of Borrower to Bank, Borrower shall grant, and hereby confirms its prior grant, to Bank security interests of first priority in all Borrower’s accounts receivable and other rights to payment, general intangibles, inventory and equipment. As security for all indebtedness and other obligations of Borrower to Bank under Term Loan 1, Borrower shall grant, and hereby confirms its prior grant, to Bank a lien of not less than first priority on that certain real property located at 8000 XX Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000. As security for all indebtedness and other obligations of Borrower to Bank under the Insurance Letter of Credit, Borrower shall cause Associated Insurance Company for Excess, an Arizona corporation (“AICE”) to grant to Bank a security interest of first priority in: (i) account number 1BA77498 and any sub-accounts thereunder or consolidated therewith with Wxxxx Fargo Securities, LLC (the “AICE Securities Account”); (ii) all financial assets credited to the AICE Securities Account; (iii) all security entitlements with respect to the financial assets credited to the AICE Securities Account; (iv) any and all other investment property or assets maintained or recorded in the AICE Securities Account; and (v) all replacements or substitutions for, and proceeds of the Company sale or other disposition of, any of the foregoing, including, without limitation, cash proceeds. As used herein, the terms “security entitlement,” “financial asset,” and NTSI, as applicable, will direct all present and future Account Debtors of NTSI “investment property” shall have the respective meanings set forth on Schedule 6.17 hereof, in the Oregon Uniform Commercial Code. All of the foregoing shall be evidenced by and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant subject to the terms of the Lockbox Agreement dated May 16such security agreements, 2005 financing statements, deeds or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Datemortgages, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directingdocuments as Bank shall reasonably require, instructing, demanding or requesting payment of any Account of any Assigned Contract all in form and substance satisfactory to Bank. Borrower shall conspicuously direct that all payments be made pay to and reimburse Bank immediately upon demand the Lockbox. Within thirty (30) days of closing, the Company shall provide copies full amount of all invoicescharges, account statements costs and other written expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox incurred by Bank in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of its other funds or propertythe foregoing security, including without limitation, filing and recording fees and costs of appraisals, collateral exams, audits, inspections, and title insurance.

Collateral. 12.1 Each The obligations of Borrower under the Loan Documents shall be secured by a perfected first priority security interest to be held by the Administrative Agent for the benefit of the Company Lenders on the Eligible Properties and NTSI, as applicable, will direct all present by a perfected first priority security interest in each Eligible Property Operating Account. The Mortgage on the Initial Property shall be executed and future Account Debtors delivered not later than the date of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly the Agreement. Borrower shall also provide to the lockbox maintained by Administrative Agent not later than the Company (date of the "Lockbox") Agreement with North Fork Bank pursuant respect to the terms Initial Property and not later than the date any additional Eligible Property is included in the Borrowing Base Value with respect to each additional Eligible Property, an Appraisal, a rent roll, leasing activity reports, form of the Lockbox Agreement dated May 16lease, 2005 or operating statements, property condition report, insurance certificates, lender’s title insurance policies with such other financial institution accepted by the Purchaser in writing endorsements as may be selected reasonably requested by Administrative Agent, surveys (which if no material changes to the Company improvements thereon have occurred, may be older surveys accompanied by an affidavit of no change from the Borrower), evidence that the Eligible Property is not in a flood zone, environmental assessments, a written opinion of the Borrower’s counsel addressed to the Administrative Agent and Lenders in a form reasonably satisfactory to the Administrative Agent regarding any new Mortgage and such other due diligence materials as the Administrative Agent shall reasonably require for each Eligible Property (the "Lockbox Bank"“Required Diligence”). On Borrower shall pay for all Appraisals, title policies, surveys, environmental assessments and other Required Diligence required hereunder. Borrower shall, or prior shall cause its Material Subsidiaries to, deposit all income from an Eligible Property into the applicable Eligible Property Operating Account. Prior to the Closing Dateoccurrence of a Default or Event of Default, Borrower and the Company Material Subsidiaries may withdraw funds from the Eligible Property Operating Accounts. All Eligible Property Operating Accounts shall be opened and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only maintained with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyAdministrative Agent.

Collateral. 12.1 Each The Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of Borrower and each Subsidiary in all of their accounts, chattel paper, instruments, documents, general intangibles, letter of credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, real estate and certain other Property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided that: (i) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on local pxxxx cash accounts maintained by Borrower and the Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $50,000 in the aggregate and Liens on payroll accounts maintained by Borrower and the Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $50,000 in the aggregate; and (iii) unless otherwise required by Bank during the existence of any Event of Default, Liens on the Voting Stock of a Foreign Subsidiary shall be limited to 65% of the Company total outstanding Voting Stock of such Foreign Subsidiary, which, if granted, would cause a material adverse effect (as reasonably determined by Borrower) on the Borrower’s federal income tax liability. Borrower acknowledges and NTSIagrees that the Liens on the Collateral shall be valid and perfected first priority Liens subject, as applicablehowever, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by proviso appearing at the Company (end of the "Lockbox") with North Fork Bank preceding sentence, in each case pursuant to the terms of the Lockbox Agreement dated May 16one or more Collateral Documents from such Persons, 2005 or such other financial institution accepted by the Purchaser each in writing as may be selected by the Company (the "Lockbox form and substance satisfactory to Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.

Collateral. 12.1 Each The Obligations and the Hedge Obligations (subject to the provisions set forth in the definition of Security Documents) shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Company and NTSILenders on the Collateral, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16Security Documents, 2005 and in each case subject to Permitted Liens. If Borrower enters into any interest rate agreements or hedging agreements which are in any manner related to the Loans or the Facility, Borrower agrees to assign the same to Agent, for the benefit of the Lenders, by entering into Agent’s reasonable form of assignment of interest rate agreements or hedging agreements at the time Borrower enters into such agreements. The Borrower shall (and shall cause IR OpCo) to comply, in all material respects, with the terms and provisions of the Security Documents, including, without limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as and when therein provided, on account of any and all additional Subsidiaries of Borrower and/or IR OpCo which shall exist from and after the Closing Date. Borrower shall provide Agent with at least five (5) Business Days’ notice prior to the Borrower and/or IR OpCo acquiring or creating any such additional Borrower Subsidiary, together with such information, documents, and materials (including, without limitation, ownership certificates, stock/transfer powers, and other financial institution accepted documentation required to be provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge, the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by the Purchaser Agent to ensure that each such Borrower Subsidiary is in writing as may be selected by the Company (the "Lockbox Bank"compliance with §6.1(e)). On Without limiting the foregoing or prior the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Closing Date, Borrower shall cause IR OpCo and such Borrower Subsidiary (x) to confirm the Company applicable Ownership Interest Pledge or Distribution Interest Pledge, and NTSIthe ability to enter into a Guaranty of Obligations, respectively as applicable, and to provide such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security interest to and in the applicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge), and (y) to execute and deliver a corresponding joinder to the Guaranty, in form and substance reasonably satisfactory to Agent (in each case to the extent such Ownership Interest Pledge, Distribution Interest Pledge, or Guaranty of Obligations is permitted to be provided (and/or not prohibited from being provided) as reasonably determined in good faith), respectively as applicable, together with all “know your customer” and other materials reasonably requested by Agent to ensure that each such Borrower Subsidiary is in compliance with §6.1(e). Without limiting the foregoing, with respect to those Borrower Subsidiaries set forth in Schedule 5.1, Borrower covenants and agrees that (a) Borrower and/or IR OpCo, as applicable, shall promptly provide written notice to each lender or other third party required for it to grant the applicable Ownership Interest Pledge and shall cause the Lockbox Bank to enter into all such documentation acceptable Distribution Interest Pledge, to the Purchaser pursuant extent detailed in Schedule 5.1 (it being understood that, for the avoidance of doubt, no consent shall be required to whichbe obtained from any such lender or other third party (which is not an Affiliate or Subsidiary of Borrower or Guarantors) in respect of such Ownership Interest Pledge, among other things, the Lockbox Bank agrees to: (aDistribution Interest Pledge or Guaranty of Obligations) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty within sixty (3060) days of closingafter the Closing Date, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSIBorrower and/or IR OpCo, as applicable, shall immediately remit such payments have provided the applicable Ownership Interest Pledge or Distribution Interest Pledge (and, as provided above, the corresponding joinder to the Lockbox Guaranty), respectively as applicable, and shall have provided such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security interest to and in their original form the applicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge) (in each case to the extent such Ownership Interest Pledge, Distribution Interest Pledge, or Guaranty of Obligations is permitted to be provided (and/or not prohibited from being provided) as reasonably determined in good faith), together with all necessary endorsements. Until so remitted, the Company “know your customer” and or NTSI, as applicable shall hold all other materials reasonably requested by Agent to ensure that each such payments Borrower Subsidiary is in trust for and as the property of the Purchaser and shall not commingle such payments compliance with any of its other funds or property§6.1(e).

Collateral. 12.1 Each With respect to any Loan, the Pledged ABS to be delivered to, and held by, MLMCI or its bailee. EXHIBIT E ONYX ACCEPTANCE CORPORATION 8001 XXXXXX XXXXXX XXXXX XXXXX XXXXX XXXXXX, XXXXXXXXXX 00000 February __, 1998 Merrxxx Xxxcx Xxxtgage Capital Inc. Merrxxx Xxxcx Xxxld Headquarters World Financial Center Nortx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xentlemen: This letter will confirm that Onyx Acceptance Corporation, a Delaware corporation ("Guarantor"), agrees to absolutely and unconditionally guaranty to Merrxxx Xxxcx Xxxtgage Capital Inc. and any of its affiliates (collectively, the "Beneficiary"), the full and prompt payment and performance of the Company obligations, undertakings and NTSIliabilities of Onyx Acceptance Funding Corporation, as applicablea Delaware corporation ("Assignor"), will direct all present arising under the terms and future Account Debtors provisions of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company a Master Assignment Agreement (the "LockboxAgreement") with North Fork Bank pursuant ), dated as of February 4, 1998 by and between Assignor and Merrxxx Xxxcx Xxxtgage Capital Inc. ("MLMCI"), in an amount not to exceed 10% of the aggregate outstanding amount owed by Assignor to MLMCI under the Agreement (such obligations, undertakings and liabilities are herein referred to as the "Guarantied Obligations"). Guarantor hereby expressly consents to any amendment to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected agreed upon by Assignor and MLMCI and waives notice of any such amendment. A copy of the Agreement is attached hereto as Exhibit A. Capitalized terms used and not otherwise defined herein shall have the meanings assigned in the Agreement. Guarantor hereby represents and warrants to you that Assignor is a direct or an indirect wholly-owned subsidiary of Guarantor. Guarantor hereby agrees that if Assignor shall fail at any time to make due and punctual payment to the Beneficiary of any Guarantied Obligation or if Assignor shall fail at any time to perform any other Guarantied Obligation to the Beneficiary, Guarantor will forthwith pay such amount and perform such obligation without demand therefor. Guarantor covenants and agrees to immediately notify MLMCI if a representation, warranty or covenant of Assignor under Agreement has been breached or if an Event of Default shall have occurred. Guarantor, to the extent consistent with applicable law, hereby waives any requirement that the Beneficiary take legal action against Assignor before enforcing this guaranty; agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Guarantied Obligations or the dissolution, liquidation, reorganization or other change regarding the Assignor or the Assignor seeking protection, or having a case or proceeding commenced against it, under any law for the protection of debtors or creditors; waives diligence, presentment, demand for payment or performance, protest or notice or other formality of any kind whatsoever; waives filing of claims with any court in case of the insolvency, reorganization or bankruptcy of the Assignor; waives any fact, event or circumstance that might otherwise constitute a legal or equitable defense to or discharge of Guarantor, including (but without typifying or limiting this waiver) failure by the Company (the "Lockbox Bank"). On or prior Beneficiary to the Closing Date, the Company perfect a security interest in any collateral securing performance of any Guarantied Obligation and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated any delay by the Company Beneficiary in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with exercising any of its rights hereunder, Guarantor covenants that this guaranty will not be discharged except by full and final payment and performance to the Beneficiary of all Guarantied Obligations incurred while it is effective, and agrees that this guaranty shall continue to be effective or be reinstated (as the case may be) if at any time all or any part of any payment or interest thereon or other funds performance by Assignor is avoided or propertymust otherwise be restored by the Beneficiary. Guarantor hereby further consents to any renewal or modification of any Guarantied Obligation or any extension of the time within which such is to be performed and to any other indulgences, whether before or after the date of this guaranty. Guarantor agrees to pay on demand all out-of-pocket expenses (including legal fees and disbursements) incurred by the Beneficiary in connection with the enforcement and protection of its rights hereunder.

Collateral. 12.1 Each As security for all indebtedness of Borrower to Bank, Borrower hereby grants to Bank security interests of first priority (except for such prior liens as may be permitted hereunder) in all Borrower's accounts receivable, rights to payment, general intangibles, deposit accounts, tradenames, trademarks, copyrights, patents, chattel paper, documents, instruments, inventory and equipment and all proceeds of the Company and NTSIforegoing. In addition to the foregoing, as applicablesecurity for all indebtedness of Borrower to Bank, will direct all Borrower shall cause each present and future Account Debtors Subsidiary (as defined below) other than Natrol Real Estate, Inc. and Natrol Real Estate, Inc. II to grant to Bank security interests of NTSI set forth on Schedule 6.17 hereoffirst priority (except for such prior liens as may be permitted hereunder) in all of such Subsidiary's accounts receivable, rights to payment, general intangibles, deposit accounts, tradenames, trademarks, copyrights, patents, chattel paper, documents, instruments, inventory and other persons obligated equipment and all proceeds of the foregoing. Borrower acknowledges and agrees that the indebtedness of Borrower to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained Bank which is secured by the Company (security agreements executed in connection herewith includes, without limitation, all indebtedness of Borrower to Bank which is subject hereto and all indebtedness of Borrower to Bank arising under the "Lockbox") with North Fork Bank pursuant Swap Agreements. BORROWER UNDERSTANDS AND AGREES THAT BORROWER'S OBLIGATIONS AND LIABILITIES UNDER THE SWAP AGREEMENTS WHICH ARE SECURED HEREBY MAY EXCEED THE SWAP RESERVE AMOUNTS ESTABLISHED HEREUNDER AND SUCH SECURED OBLIGATIONS AND LIABILITIES ARE NOT LIMITED TO THE SWAP RESERVE AMOUNTS. All of the foregoing shall be evidenced by and subject to the terms of the Lockbox Agreement dated May 16such security agreements, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account financing statements and other written or oral communications directingdocuments as Bank shall reasonably require, instructing, demanding or requesting payment of any Account of any Assigned Contract all in form and substance satisfactory to Bank. Borrower shall conspicuously direct that reimburse Bank immediately upon demand for all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements costs and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox expenses incurred by Bank in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of its other funds or propertythe foregoing security, including without limitation, filing and recording fees and costs of audits.

Collateral. 12.1 Each The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Company Target and NTSIits Domestic Subsidiaries, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained extent delivered to Holdings by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Company Borrowers and NTSI, as applicable, the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and shall cause the Lockbox Bank to enter into all such documentation acceptable Collateral (subject to the Purchaser pursuant terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein extensions to an account designated be reasonably agreed upon by the Company Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in writing the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in 143 the Loan Documents, and (by) comply only any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the instructions conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other directions of matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract Administrative Agent shall conspicuously direct that all payments be made have received notice from such Lender prior to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of proposed Closing Date specifying its other funds or propertyobjection thereto.

Collateral. 12.1 Each of the Company and NTSIThe Obligations, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofHedging Liability, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained Funds Transfer and Deposit Account Liability shall be secured by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep valid, perfected, and enforceable Liens on all right, title, and interest of the Lockbox on a daily basis Borrower and deposit each U.S. Subsidiary in all checks received therein to an account designated capital stock and other equity interests held by the Company such Person in writing each of its U.S. Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) comply only valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) the Lien of the Administrative Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien, in each instance to the extent permitted hereby, shall be subject to the rights of the lessor or lender thereunder, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on local pxxxx cash deposit accounts maintained by the Borrower and its Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $100,000 in the aggregate and Liens on payroll accounts maintained by the Borrower and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligation and Liens on broker accounts associated with Hedging Agreements need not be perfected, (iii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the instructions Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $500,000 in the aggregate, and (iv) Liens on the capital stock or other directions equity interests of a Foreign Subsidiary shall be limited to 66% of the Purchaser concerning total outstanding Voting Stock and 100% of all other equity interests of such Foreign Subsidiary. The Borrower acknowledges and agrees that the Lockbox. All Liens on the Collateral shall be granted to the Administrative Agent for the benefit of the NTSI's invoicesholders of the Obligations, account statements the Hedging Liability, and other written or oral communications directingthe Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject, instructinghowever, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days proviso appearing at the end of closingthe immediately preceding sentence, the Company shall provide copies of all invoicesin each case pursuant to one or more Collateral Documents from such Persons, account statements each in form and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments substance satisfactory to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyAdministrative Agent.

Collateral. 12.1 Each The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (but only, in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Company Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and NTSIconditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as applicable, will direct all present the Administrative Agent shall reasonably request and future Account Debtors of NTSI set forth on Schedule 6.17 hereof(ii) will, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to the lockbox maintained Mortgaged Properties, and deposit accounts maintained, by the Company Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the "Lockbox") with North Fork Bank equity interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to the terms of the Lockbox Agreement dated May 16legally valid, binding and enforceable pledge agreements and (2) no amendments or supplements to such Mortgages, Mortgage Instruments, control agreements, blocked account agreements and pledge agreements are required to be delivered hereunder until December 31, 2005 or such other financial institution accepted later date as the Administrative Agent may agree in the exercise of its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such amendments and supplements by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On December 31, 2005 or prior such later date shall constitute a Default under Section 7.3) with respect to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox Mortgaged Properties on a daily basis the Closing Date in the case of such amendments and deposit all checks received therein to an account designated by the Company in writing supplements and (b) comply only with the instructions or other directions pledge of the Purchaser concerning equity interests in each Foreign Subsidiary in the Lockbox. All case of such pledge agreements; provided that the NTSI's invoicesBorrower hereby agrees to use its best efforts to cause the delivery of such amendments, account statements supplements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to pledge agreements as soon as practicable after the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyClosing Date.

Collateral. 12.1 Each Maintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any and all documents (including without limitation, financing statements and continuation statements), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times, the Lender's first priority lien and security interest in the Collateral; provided, however, Lender shall have a second priority lien and security interest in the Collateral listed on Exhibit 5.5 under the heading "Permitted Encumbrances"; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Company Collateral, any claim or dispute asserted by any debtor or other obligor owing an obligation to Borrower, and NTSIany other matters affecting the value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including reasonable attorneys' fees and reasonable expenses) incurred in connection with such defense; at Borrower's sole cost and expense (including reasonable attorneys' fees and reasonable expenses), settle any and all claims, demands and disputes, and indemnify and protect the Lender against any liability, loss or expenses arising from any such claims, demands or disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral; however, if an Event of Default shall have occurred, the Lender shall have the right at all times to settle, compromise, adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to Borrower upon such terms and conditions as applicablethe Lender deems advisable, will direct and all present costs and future Account Debtors expenses thereof (including reasonable attorneys' fees and reasonable expenses) shall be incurred for the account of NTSI Borrower and shall constitute a part of the obligations owed to the Lender and secured pursuant to this Agreement. The Borrower's Equipment shall be kept and maintained at the locations of the Borrower's offices as set forth on Schedule 6.17 hereofin Exhibits 5.1-1 through 5.1-6 Borrower shall not relocate or move the Equipment without the Lender's prior written consent, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly which shall not be unreasonably withheld. If Lender consents to the lockbox maintained by relocation of certain Equipment, Borrower shall execute all documents or financing statements and take such action as Lender may request to assure that Lender's first priority security interest in the Company (equipment continues to be perfected under the "Lockbox") with North Fork Bank pursuant to the terms Uniform Commercial Code or other applicable laws of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by jurisdiction to which the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyEquipment is moved.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to Effective upon any Subsidiary becoming a Guarantor after the Closing Date, the Company and NTSI, as applicable, shall and Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Lockbox Bank Administrative Agent may agree) to enter into grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Purchaser pursuant Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to whichthe Administrative Agent from time to time such schedules, among confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other thingsassurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, the Lockbox Bank agrees to: (a) sweep neither the Lockbox on Borrower nor any other Guarantor shall be obligated hereby to grant a daily basis and deposit all checks received therein to an account designated by security interest in any asset if the Company granting of such security interest would result in writing and the violation of any applicable law or regulation, (b) comply only with the instructions Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or other directions applicable law (after giving effect to relevant provisions of the Purchaser concerning Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Lockbox. All Collateral, (d) the Collateral shall not include Cash and Cash Equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the NTSI's invoicesforegoing, account statements other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other written assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or oral communications directingmore third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, instructing(e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, demanding or requesting payment (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of any Account of any Assigned Contract shall conspicuously direct that all payments be made obtaining such security interest would outweigh the benefit to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements Lenders and other written assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, pledge agreements shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertybe required.

Collateral. 12.1 Each of Borrower acknowledges and agrees that the Company and NTSI, as applicable, will direct Obligations shall at all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained times be secured by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep a valid, perfected and enforceable Lien on Cash Collateral of the Lockbox on a daily basis and deposit all checks received therein to Borrower in an account designated by the Company in writing amount not less than Fifteen Million Dollars ($15,000,000) and (b) comply only a valid, perfected and enforceable Lien on all other assets and properties of the Borrower and Guarantors described in the Security Agreement which shall at all times have a collateral loan value (as determined by the Bank in accordance with its customary standards for commercial loans and after deducting outstanding obligations secured by a first priority lien in favor of GECC therein) of not less than Five Million Dollars ($5,000,000). The Borrower further acknowledges and agrees that such Lien on Cash Collateral shall be a valid and perfected first priority Lien and shall in the case of all other Collateral be a valid and perfected Lien (subject to the Allowed Liens as defined in the Security Agreement) as set forth in the Intercreditor Agreement. The Bank agrees, so long as no Event of Default, or event which with the instructions lapse of time, the giving of notice or other directions both, would constitute an Event of Default, shall have occurred and be continuing, upon request to do so by the Purchaser concerning Borrower, the Lockbox. All of the NTSI's invoicesBank shall release its Lien on, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made disburse to the LockboxBorrower all sums on deposit in the Cash Collateral Account in excess of $15,000,000 or such greater amount as shall have been deposited by the Borrower therein pursuant to Section 9.1(n) hereof. Within thirty (30) days The Bank further agrees that in the event Borrower either reduces the Revolving Loan Commitment or increases and maintains the amount of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating Eligible Cash Collateral to any Assigned Contract each clearly directing Account Debtors to make all payments an amount equal to the Lockbox. If, notwithstanding existing Revolving Loan Commitment (as set out in Section 9.1(n) hereof) then the instructions to Bank shall terminate its Lien on all Collateral other than the Cash Collateral Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertymonies on deposit therein.

Collateral. 12.1 Each of The security interests in the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated Collateral granted to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank Administrative Agent pursuant to the terms Collateral Documents (a) constitute as to personal property included in the Collateral the first priority security interest (subject to Permitted Liens) purported to be created under such Collateral Document, and (b) are, as to Collateral which can be perfected by the proper filing of a UCC financing statement, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except for Permitted Liens. All such action as is necessary in accordance with the Collateral Documents has been taken to establish and perfect Administrative Agent’s or the Depositary’s rights in and to, and first priority Lien on, subject to Permitted Liens, the Collateral, including any recording, filing, registration, giving of notice, granting of control or other similar action. The Collateral Documents relating to the Collateral and the financing statements relating thereto have been or contemporaneously with the execution hereof will be duly filed or recorded in each office and in each jurisdiction where required in order to create, perfect and maintain perfected the first Lien (subject to Permitted Liens) and security interest described above. The Lien of each Mortgage constitutes a valid and subsisting Lien of record on all the Mortgaged Property described in such Mortgage (subject to Permitted Liens). No filing, recording, re-filing or rerecording other than those listed in Exhibit E-11 is necessary to perfect and maintain the perfection and priority of the Lockbox Agreement dated May 16interest, 2005 title or such other financial institution accepted by Liens referred to in this Section 4.26 relating to personal property set forth in the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On Collateral Documents, and on or prior to the Financial Closing Date all such filings or recordings (other than those that are required to be made only at a later date, which are so indicated on Exhibit E-11) will have been made. No filing or recording other than the recording of the applicable Mortgages with the county recorder of Xxxxxxx, Xxxxxxxx and Wyoming Counties of the State of New York is necessary to create the interest, title or Liens on all Mortgaged Property subject thereto, and on or immediately after the Financial Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments filing will be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertymade.

Collateral. 12.1 Each Upon the proper filing of the Delaware Financing Statements in the Delaware Filing Office, the Article 9 Security Interest granted by the Parent, the Issuers and the Guarantors, as applicable, in that portion of the Collateral in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code of the State of Delaware will be perfected. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent auditors of the Issuers and the Guarantors, representatives of the independent reserve engineers of the Issuers and the Guarantors and the Issuers’ and the Guarantors’ representatives, at which the contents of the General Disclosure Package and the Final Offering Circular and related matters were discussed. Although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for or expressing any opinion regarding the accuracy, completeness or fairness of the statements contained in, the General Disclosure Package and the Final Offering Circular (except to the extent specified in paragraphs (viii) and (ix) above), based on the foregoing in the course of acting as counsel to the Issuers and the Guarantors in this transaction (and relying as to materiality as to factual matters on officers, employees and other representatives of the Issuers and the Guarantors), no facts have come to such counsel’s attention that have caused such counsel to believe that: · the General Disclosure Package, as of the Execution Time, included an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or · the Final Offering Circular, as of its date and as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that in each case we have not been asked to, and do not, express any belief with respect to (a) the financial statements and schedules or other financial or accounting information contained or included or incorporated by reference therein or omitted therefrom, (b) the summary reserve report of the independent reserve engineer and reserve information contained or included or incorporated by reference therein or omitted therefrom or (c) representations and warranties and other statements of fact contained in the exhibits to documents incorporated by reference therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and NTSIthe Issuers and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law, the laws of the State of New York, the Texas Limited Liability Company Act, the DGCL and the DLLCA, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign corporation or limited liability company, as applicablethe case may be, will direct all present of the Issuers and future Account Debtors the Guarantors and each of NTSI set forth on Schedule 6.17 hereoftheir respective subsidiaries, and other persons obligated to make payments constituting Accounts state that such opinions are based upon certificates of Assigned Contracts to make such payments directly to the lockbox maintained good standing provided by the Company (the "Lockbox") with North Fork Bank pursuant to the terms Secretary of State of the Lockbox Agreement dated May 16, 2005 state of formation and certificates of foreign qualification or such other financial institution accepted registration provided by the Purchaser in writing Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as may be selected by the Company (the "Lockbox Bank"). On or of a date not more than fourteen days prior to the Closing DateDate and shall be provided to counsel to the Purchaser), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the members of Issuers or the Guarantors may be subject; and (vi) with respect to the opinions expressed in paragraphs (vi), (vii) and (viii) relating to the existence of any lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Company, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of Delaware, naming any of the Issuers or the Guarantors as debtor. SCHEDULE C WRITTEN COMMUNICATION None. SCHEDULE D FORM OF CFO CERTIFICATE The undersigned, Executive Vice President and Chief Financial Officer of Xxxxx Energy, Inc., a Delaware corporation (and together with its subsidiaries, the Company and NTSI“Company”), in his capacity as applicablesuch, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser hereby certifies pursuant to whichSection 7(h) of the Purchase Agreement, dated February 12, 2018 (the “Purchase Agreement”), by and among other thingsXxxxx Energy Holdings, LLC, a Delaware limited liability company (“JEH LLC”), Xxxxx Energy Finance Corp., a Delaware corporation (together with JEH LLC, the Lockbox Bank agrees to: “Issuers”), the guarantor parties thereto and Credit Suisse Securities (aUSA) sweep LLC (the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions “Purchaser”), that as of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.date hereof:

Collateral. 12.1 Each (a) All Capital Stock of the Company Borrower (except any Capital Stock owned by the Sponsor), all Capital Stock of each Restricted Subsidiary of the Borrower directly owned by the Borrower or any Guarantor, all Capital Stock of each GP Obligor directly owned by its general partner or managing member and NTSIall Capital Stock of such general partner or managing member directly owned by its respective general partner or managing member, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement or the GP Undertaking, as applicable (except that such parties shall not be required to pledge any Excluded Capital Stock), and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement or the GP Undertaking, as applicable, will direct accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) (i) Except with respect to intercompany Indebtedness, all present and future Account Debtors evidences of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts Indebtedness for borrowed money in a principal amount in excess of Assigned Contracts to make such payments directly $5,000,000 (individually) that is owing to the lockbox maintained Borrower or any Guarantor shall be evidenced by the Company (the "Lockbox") with North Fork Bank a promissory note and shall have been pledged pursuant to the terms Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Borrower and each Restricted Subsidiary of the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to Borrower on the Closing Date, that is owing to the Company Borrower or any Guarantor shall be evidenced by the Intercompany Note, which shall be executed and NTSI, as applicable, shall delivered by the Borrower and each Restricted Subsidiary of the Borrower on the Closing Date and shall cause the Lockbox Bank to enter into all such documentation acceptable have been pledged pursuant to the Purchaser pursuant to whichPledge Agreement, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.and

Collateral. 12.1 Each The Borrower will cause, and will cause each other Credit Party to cause, such of its owned Property (but in any event excluding real property) that constitutes Collateral pursuant to the Collateral Documents to be subject at all times to Liens in favor of the Company Administrative Agent for the benefit of the Holders of Secured Obligations, to secure the Secured Obligations in accordance with the terms and NTSIconditions of the Collateral Documents, as applicablesubject in any case to Liens permitted by Section 6.15 hereof; provided, will direct all present however, that the Borrower and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and the other persons obligated Credit Parties shall not be required to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") comply with North Fork Bank pursuant to the terms of the Lockbox Federal Assignment of Claims Act in connection with their pledge of any Collateral to the Administrative Agent. The Pledge and Security Agreement dated May 16sets forth the types of Property required to be subject to such Liens and the priority of such Liens. Without limiting the generality of the foregoing, 2005 the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent in accordance with the terms and conditions of this Agreement and the Collateral Documents or such other financial institution accepted security documents as the Administrative Agent shall reasonably request, in each case to the extent, and within such time period as is, reasonably required by the Purchaser Administrative Agent, subject in writing as may any case to Liens permitted by Section 6.15. Notwithstanding the foregoing, (i) no Credit Party shall be selected by required to pledge (A) the Company equity interests of Roto-Rooter of Canada, Ltd., VNF, or any Rabbi Trust or Rabbi Trust Subsidiary (B) more than 40% of the "Lockbox Bank"). On equity interests of RR Plumbing Services Corporation, (C) more than 49% of the equity interests of Complete Plumbing Services Inc., or prior (D) more than 80% of the equity interests of Nurotoco of New Jersey, Inc.; provided, however, that, except to the Closing Dateextent necessary to satisfy any licensing requirement under applicable law with respect to the Borrower's or any Subsidiary's business, the Company and NTSIBorrower will not permit, as applicablenor will it permit any other Credit Party to, shall and shall cause the Lockbox Bank grant a security interest in, pledge or deliver to enter into all such documentation acceptable any non-Credit Party those equity interests that are not pledged or delivered to the Purchaser Administrative Agent pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing this Section 6.25; and (bii) comply only with the instructions or other directions no pledge agreement in respect of the Purchaser concerning equity interests of a Foreign Subsidiary shall be required hereunder to the Lockbox. All extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the NTSI's invoicesHolders of Secured Obligations pursuant to legally valid, account statements binding and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyenforceable pledge agreements.

Collateral. 12.1 Each The Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Company Borrower and NTSIeach Guarantor in all of their accounts, as applicablechattel paper, will direct all present instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, real estate and future Account Debtors of NTSI set forth on Schedule 6.17 hereofcertain other Property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Default or Event of Default, (x) Liens on demand deposit accounts other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox than payroll accounts maintained by the Company Borrower and the Guarantors in proximity to their operations need not be perfected, provided that the amount on deposit in any such individual account for any period in excess of five (the "Lockbox"5) with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 consecutive calendar days not so perfected shall not exceed $1,500,000 (or such other financial institution accepted amount as is determined by the Purchaser Administrative Agent in writing as may be selected its reasonable credit judgment), (y) Liens on payroll accounts maintained by the Company Borrower and the Guarantors need not be perfected provided the total amount on deposit at any time does not materially exceed the current amount of their payroll obligations and (z) Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the "Lockbox Bank")total value of such property at any one time not so perfected shall not exceed $150,000 in the aggregate, (ii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens on the Voting Stock of a Foreign Subsidiary which, if granted, would cause an adverse effect on the Borrower’s federal income tax liability shall be limited to 66% of the total outstanding Voting Stock of such Foreign Subsidiary, and (iii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens need not be granted on the assets of a Foreign Subsidiary which, if granted, would cause an adverse effect on the Borrower’s federal income tax liability. On or prior The Borrower acknowledges and agrees that the Liens on the Collateral shall be granted to the Closing DateAdministrative Agent for the benefit of the holders of the Obligations, the Company Hedging Liability, and NTSI, as applicable, shall the Funds Transfer and Deposit Account Liability and shall cause the Lockbox Bank to enter into all such documentation acceptable be valid and perfected first priority Liens subject, however, to the Purchaser proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case pursuant to whichone or more Collateral Documents from such Persons, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis each in form and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made substance satisfactory to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyAdministrative Agent.

Collateral. 12.1 Each As security for all indebtedness of Borrower to Bank pursuant to this Agreement, Borrower grants to Bank (i) security interests of first priority in all Borrower's crops, farm products, equipment, accounts receivable, general intangibles (including without limitation, trademarks and trade names), other rights to payment, inventory and fixtures and all proceeds of the Company foregoing; (ii) a lien of first priority on that certain real property on the Chalone Winery located at Stone Wall Canyon Road, Monterey, California; (iii) a lien of a first priority on Borrower's leasehold estate on the Acacia Winery located at 0000 Xxx Xxxxxx Xxxx, Xxxx, Xxxxxxxxxx and NTSIownership interest in the improvements thereon; and (iv) a lien of first priority on the Carmenet Vineyard located at 0000 Xxxx Xxxxxxxx Xxxx, as applicableXxxxxx, will direct all present Xxxxxxxxxx. In addition, Borrower shall grant Bank a lien of second priority on real property located at Los Amigos Vineyard, purchased in April, 1996 from Beckstoffer Vineyards and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly located adjacent to the lockbox maintained Acacia Winery. All of the foregoing shall be evidenced by the Company (the "Lockbox") with North Fork Bank pursuant and subject to the terms of such documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall execute such further documentation as Bank may from time to time require to further evidence or perfect any security interest or lien on the Lockbox Agreement dated May 16collateral hereinabove described. Borrower shall reimburse Bank, 2005 or such other financial institution accepted immediately upon demand, for all costs and expenses incurred by the Purchaser Bank in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of its other funds or propertythe foregoing security, including without limitation filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. 12.1 Each As security for all indebtedness of Borrower to Bank in connection with Letters of Credit issued (or deemed issued) under the Letter of Credit Line, Borrower shall grant to Bank security interests in Borrower’s deposit account *** maintained at Bank (the “Deposit Account”) and Borrower’s investment account *** maintained at Bank (the “Securities Account”), in each case including renewals thereof, together with all proceeds thereof. Notwithstanding any provision herein to the contrary, in no event shall Bank be required to issue any Letter of Credit under the Letter of Credit Line unless and until the sum of the Company and NTSI, as applicable, will direct all present and future amount maintained in the Deposit Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to plus the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms Collateral Value of the Lockbox Agreement dated May 16, 2005 Securities Account is equal to or such other financial institution accepted by greater than the Purchaser in writing as may Exposure Amount (taking into account the Letter of Credit to be selected by the Company (the "Lockbox Bank"issued). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions The terms “Collateral Value of the Purchaser concerning Securities Account” and “Exposure Amount” have the Lockboxmeanings ascribed to them in the Amended and Restated Addendum described in the next paragraph. All of the NTSI's invoices, account statements foregoing shall be evidenced by and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made subject to the Lockboxterms of, with respect to the Deposit Account, a Security Agreement (Deposit Account) dated as of July 13, 2007, and with respect to the Securities Account, a Security Agreement (Securities Account) dated as of March 18, 2008, an Amended and Restated Addendum thereto dated as of May 19, 2008 and a Securities Account Control Agreement dated March 18, 2008. Within thirty In addition to the foregoing collateral, Borrower shall, on or before April 30, 2009, pledge to Bank 60% of the stock in SunPower Systems SA (30“SPSA”) days to secure up to $50,000,000 of closingthe obligations of Borrower hereunder, and, in connection therewith, shall by said date, deliver to Bank such documents as Bank may require to evidence such pledge, to include, without limitation, a legal opinion from Swiss counsel in form and substance acceptable to Bank. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Borrower shall pay to Bank immediately upon demand the Company shall provide copies full amount of all invoicescharges, account statements costs and other written expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox incurred by Bank in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of its other funds or propertythe foregoing security.

Collateral. 12.1 (a) Each of Person that becomes a Guarantor after the Company and NTSIIssue Date shall, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained extent required by this Indenture and subject to any applicable limitation in this Indenture and any Security Document, also become a party to the Company (the "Lockbox") with North Fork Bank applicable Security Documents pursuant to the terms of this Indenture and, within the Lockbox Agreement dated May 16time periods set forth in this Indenture and the applicable Security Documents, 2005 shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or such other financial institution accepted by on the Purchaser date first delivered in writing the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form delivered on the Issue Date or the date first delivered, as applicable (but no greater scope))), as may be selected necessary to vest in the Security Agent a perfected first-priority security interest (subject to Liens permitted by Section 4.06, the Company definition of “Permitted Liens” and the Agreed Security Principles) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be necessary in order to have such property or asset added to the Collateral as required under, and subject to the limitations set forth in the Security Documents and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Future Liens granted pursuant to this provision shall be released as set forth in Section 4.06 or Section 11.03, as applicable. In addition, a Lien of a future Guarantor granted pursuant to this Section 4.15 will be deemed to provide by its terms that it shall be automatically and unconditionally released and discharged with the release of such future Guarantor’s Note Guarantee or other assumptions of liability for any Syndicated Facility or capital markets Debt of an Issuer or any Guarantor that required the granting of a Note Guarantee pursuant to Section 4.14 by such future Guarantor. The Trustee and the Security Agent shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Issuers to evidence any release of a Note Guarantee in accordance with these provisions, subject to customary protections or indemnifications. (b) [reserved] (c) To the "Lockbox Bank"). On extent that any instrument or deliverable under the Security Documents relating to the Notes is not delivered on or prior to the Closing DateIssue Date with respect to the Collateral, the Company Issuers will, and NTSI, as applicable, shall and shall will cause the Lockbox Bank to enter into all Guarantors to, deliver such documentation acceptable to instruments and deliverables within 60 days from the Purchaser pursuant to whichBusiness Day falling immediately after the Issue Date or, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company if longer in writing and (b) comply only accordance with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment timelines for delivery of any Account of any Assigned Contract shall conspicuously direct that all payments be made to such instrument or deliverable under the Lockboxrelevant Security Document. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertySection 4.16.

Collateral. 12.1 Each (a) Except for the security interest created by the Collateral Documents, each Credit Party owns the Collateral owned by such Credit Party free and clear of any Lien other than Permitted Liens. (b) The execution and delivery of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained Collateral Documents by the Company Credit Parties, together with (i) the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On actions taken on or prior to the Closing Date, Date pursuant to Section 3 and Section 5 of the Company Original Credit Agreement and NTSI(ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered in accordance with the requirements of the applicable Collateral Documents) are effective to create in favor of Collateral Agent for the benefit of the Secured Parties, as applicablesecurity for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), shall a valid and shall cause the Lockbox Bank to enter into perfected First Priority Lien on all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning Collateral, and all filings and other actions necessary or desirable to perfect and maintain the Lockbox. All perfection and First Priority Lien status of such Liens have been duly made or taken and remain in full force and effect, other than the NTSI's invoices, account filing of any UCC financing statements and other written or oral communications directingfilings contemplated to be made on the Effective Date which have been delivered to Collateral Agent for filing (but not yet filed), instructing, demanding or requesting payment the filing of any Account Mortgages, the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the entering into of any Assigned Contract shall conspicuously direct that all payments deposit account and securities account control agreements. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Credit Party of the Liens purported to be made created in favor of Collateral Agent, for the benefit of Secured Parties, pursuant to any of the Lockbox. Within thirty Collateral Documents or (30ii) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment exercise by Collateral Agent of any Account relating rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any Assigned Contract each clearly directing Account Debtors of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by this Section 4.13 and except for consents referred to make all payments to in Sections 4.4 and 4.5 and except as may be required, in connection with the Lockboxdisposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities and except as may be required in connection with the foreclosure of any Mortgage. If(d) Except such as may have been filed in favor of Collateral Agent, notwithstanding for the instructions to Account Debtors, the Company and or NTSIbenefit of Secured Parties, as applicable receives contemplated by this Section 4.13 or have been filed in connection with Permitted Liens, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property part of the Purchaser Collateral is on file in any filing or recording office and shall not commingle such payments with (ii) no effective filing covering all or any part of its other funds the Collateral which is Intellectual Property is on file in the United States Patent and Trademark Office or propertythe United States Copyright Office or any similar foreign or state office.

Collateral. 12.1 Each The Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by (a) valid, perfected and enforceable Liens on all right, title, and interest of the Company and NTSIeach Subsidiary in all capital stock and other equity interests held by such Person in each of its Subsidiaries, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofwhether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Company and each Domestic Subsidiary in all of their accounts, chattel paper, instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims and certain other persons obligated to make payments constituting Accounts Property, whether now owned or hereafter acquired or arising, and all proceeds thereof (the “Collateral”); provided, however, that: (i) until a Default or Event of Assigned Contracts to make such payments directly to Default has occurred and is continuing and thereafter until otherwise required by the lockbox Administrative Agent or the Required Lenders, Liens on local xxxxx cash accounts maintained by the Company (and its Subsidiaries in proximity to their operations need not be perfected, provided that the "Lockbox") with North Fork Bank pursuant to total amount on deposit at any one time not so perfected shall not exceed $1,000,000 in the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected aggregate and Liens on payroll accounts maintained by the Company and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) unless otherwise required by the "Lockbox Bank"). On Administrative Agent or prior the Required Lenders during the existence of any Event of Default, Liens on the Voting Stock of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Company’s federal income tax liability shall be limited to 65% of the total outstanding Voting Stock of such Foreign Subsidiary, (iii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens need not be granted on the Collateral of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Company’s federal income tax liability, (iv) unless otherwise required by the Administrative Agent or the Required Lenders, Foreign Subsidiaries need not grant to the Closing DateAdministrative Agent Liens on the capital stock or other equity interests held by such Foreign Subsidiary in another Foreign Subsidiary, and (v) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on U.S. general intangibles, to the extent perfected by recording an instrument with the U.S. Patent and Trademark Office, need only be perfected on material U.S. general intangibles. The Borrowers and Guarantors acknowledge and agree that the Liens on the Collateral shall be granted to the Administrative Agent for the benefit of the holders of the Obligations, the Company Hedging Liability, and NTSI, as applicable, shall the Funds Transfer and Deposit Account Liability and shall cause the Lockbox Bank to enter into all such documentation acceptable be valid and perfected first priority Liens subject however, to the Purchaser proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case, pursuant to whichone or more Collateral Documents from such Persons, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis each in form and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made substance satisfactory to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyAdministrative Agent.

Collateral. 12.1 Each Subject to the limitations set forth below in this section and the Limited Conditionality Provision, the obligations of the Company Borrower and NTSIthe Guarantors (other than Parent) in respect of the Bridge Facility will be secured by: (a) a perfected first-priority pledge of all of the equity interests issued by each Guarantor (other than Parent) and (b) a perfected first-priority security interest in substantially all real property of the Loan Parties and the net cash proceeds from dispositions of such real property, whether or not mortgages covering such real property have been executed, delivered and/or recorded (it being understood and agreed that no control agreements will be required with respect to any such Collateral) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), subject to certain liens to be agreed. For the avoidance of doubt, (x) the Collateral shall include, without limitation, all real property assets of the Loan Parties set forth in Exhibit E hereto unless a pledge of such real property assets to secure the Bridge Facility is, as of the date hereof, prohibited under that certain Amended and Restated Credit Agreement, dated as of December 2, 2014, among, inter alios, American Realty Capital Retail Operating Partnership, L.P., as borrower, and BMO Xxxxxx Bank N.A., as administrative agent (as in effect on the date hereof), but only for so long as such prohibition is applicable, (all such real property assets not subject to any such prohibition, collectively, the “Bridge Facility Properties”) and (y) to the extent the mortgage of such real property or pledge of the equity interests issued by the owner of such real property is required under the terms of any property-level financing, the proceeds of which are used to reduce commitments or prepay Bridge Loans in accordance with clause (y) under the heading “Mandatory Prepayments and Commitment Reductions” above, such real property and/or equity interests, as the case may be, shall be automatically released from the security interest anticipated hereby concurrent with the consummation of such financing, so long as, after giving pro forma effect to any such reduction of commitments and/or prepayment of Bridge Loans, as the case may be, and release of such real property and/or equity interests, as the case may be, the ratio of (i) the aggregate Bridge Commitments or Bridge Loans, as applicable, will direct all present and future Account Debtors outstanding at such time to (b) the aggregate appraised value of NTSI set forth on Schedule 6.17 hereofthe Bridge Facility Properties (net of the aggregate amount of any indebtedness or other amounts secured by encumbrances thereon (other than the Bridge Loans)) (as determined by Financial Institutions Reform, Recovery, and other persons obligated Enforcement Act of 1989 compliant appraisals for such Bridge Facility Properties dated as of a recent date (“FIRREA-Compliant Appraisals”)) for which FIRREA-Compliant Appraisals have been delivered is no greater than 0.50 to make payments constituting Accounts of Assigned Contracts to make such payments directly 1.00. Notwithstanding anything to the lockbox maintained contrary contained herein (but subject to the last sentence of the immediately preceding paragraph), the Collateral shall exclude the following: (i) to the extent requiring the consent of one or more third parties (that are not a Loan Party or any direct or indirect parent thereof) or prohibited by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of any applicable organizational documents, equity interests in any person other than wholly-owned subsidiaries (but only for so long as such prohibition is applicable and to the Lockbox Agreement dated May 16extent not entered into in contemplation hereof), 2005 (ii) any property subject to a purchase money security interest or similar arrangement not prohibited by the Bridge Documentation to the extent that a grant of a security interest therein would require the consent of a third party that are not a Loan Party or any direct or indirect parent or subsidiary thereof (unless such consent has been received), violate or invalidate such lease, license, contract, agreement, document or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any parent or subsidiary thereof) after giving effect to the applicable anti-assignment provisions of the UCC, (iii) assets of any subsidiary that are prohibited by any permitted contractual obligation binding on such asset that is existing on the Delayed Draw Closing Date (or, if later, the date of acquisition of such asset) from being pledged to secure the Bridge Facility, or such other financial institution accepted pledge would trigger termination pursuant to any “change of control” or similar provision under such contract, or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such assets, unless such consent, approval, license or authorization has been received, (iv) assets the pledging of which would have a material adverse tax consequence for the Borrower or its beneficial owners, as may reasonably be determined by the Purchaser Borrower in writing as may be selected by good faith and (v) assets in circumstances where the Company Initial Lenders and the Borrower reasonably agree that the cost, burden or consequences of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit afforded thereby (the "Lockbox Bank"foregoing described in clauses (i) through (v) are, collectively, “Excluded Assets”). On The Loan Parties shall not be required to obtain third party acknowledgements or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company consent in writing and (b) comply only with the instructions or other directions support of the Purchaser concerning creation, perfection or enforcement of security interests in the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral.

Collateral. 12.1 Each The Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by (a) valid, perfected and enforceable Liens on all right, title, and interest of the Company and NTSIeach Subsidiary in all capital stock and other equity interests held by such Person in each of its Subsidiaries, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofwhether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Company and each Domestic Subsidiary in all of their accounts, chattel paper, instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims and certain other persons obligated to make payments constituting Accounts Property, whether now owned or hereafter acquired or arising, and all proceeds thereof (the “Collateral”); provided, however, that: (i) until a Default or Event of Assigned Contracts to make such payments directly to Default has occurred and is continuing and thereafter until otherwise required by the lockbox Administrative Agent or the Required Lenders, Liens on local xxxxx cash accounts maintained by the Company (and its Subsidiaries in proximity to their operations need not be perfected, provided that the "Lockbox") with North Fork Bank pursuant to total amount on deposit at any one time not so perfected shall not exceed $1,000,000 in the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected aggregate and Liens on payroll accounts maintained by the Company and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) unless otherwise required by the "Lockbox Bank"). On Administrative Agent or prior the Required Lenders during the existence of any Event of Default, Liens on the Voting Stock of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Company’s federal income tax liability shall be limited to 65% of the total outstanding Voting Stock of such Foreign Subsidiary, (iii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens need not be granted on the Collateral of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Company’s federal income tax liability, (iv) unless otherwise required by the Administrative Agent or the Required Lenders, Foreign Subsidiaries need not grant to the Closing DateAdministrative Agent Liens on the capital stock or other equity interests held by such Foreign Subsidiary in another Foreign Subsidiary, and (v) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on U.S. general intangibles, to the extent perfected by recording an instrument with the U.S. Patent and Trademark Office, need only be perfected on material U.S. general intangibles. The Borrowers and Guarantors acknowledge and agree that the Liens on the Collateral shall begranted to the Administrative Agent for the benefit of the holders of the Obligations, the Company Hedging Liability, and NTSI, as applicable, shall the Funds Transfer and Deposit Account Liability and shall cause the Lockbox Bank to enter into all such documentation acceptable be valid and perfected first priority Liens subject however, to the Purchaser proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case, pursuant to whichone or more Collateral Documents from such Persons, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis each in form and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made substance satisfactory to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyAdministrative Agent.

Collateral. 12.1 Each All obligations of the Company Borrower and NTSIthe Guarantors to the DIP Agent and the DIP Lenders under the DIP Facility, as applicableincluding, will direct without limitation, all present principal and future Account Debtors of NTSI set forth on Schedule 6.17 hereofaccrued interest, premiums (if any), costs, fees, expenses, disbursements, reimbursement obligations, indemnities and any and all other amounts due or payable under the DIP Facility (collectively, the “DIP Obligations”), shall be secured (subject to the Carve Out) by continuing, valid, binding, enforceable, non-avoidable, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make automatically and fully and properly perfected liens and security interests (such payments directly to liens and securing interests securing the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16DIP Obligations, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Datecollectively, the Company and NTSI, “DIP Liens”) in all DIP Collateral (as applicable, shall and shall cause defined below) on the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees tofollowing basis: (a) sweep pursuant to Bankruptcy Code §364(c)(2), the Lockbox on a daily basis DIP Liens shall have first-priority with respect to all DIP Collateral that is not subject to another valid, perfected, enforceable and deposit all checks received therein to an account designated by non-avoidable lien or security interest as of the Company in writing Petition Date (such DIP Collateral, the “Unencumbered Assets”); and (b) comply pursuant to Bankruptcy Code §364(c)(3) and §364(d)(1), the DIP Liens on all DIP Collateral other than Unencumbered Assets shall rank: (x) junior only with to valid, unavoidable and enforceable liens or security interests on such DIP Collateral existing on the instructions or Petition Date (other directions than a lien securing the Existing Term Loans) which are (A) fully and properly perfected as of the Purchaser concerning Petition Date to the Lockbox. All extent required by Bankruptcy Code §546(b) or (B) perfected subsequent to the Petition Date, in the manner and to the extent permitted by Bankruptcy Code §546(b), in each case, solely to the extent that such liens and security interests are permitted to be senior to the DIP Liens on such DIP Collateral pursuant to the DIP Orders (“Permitted Prior Liens”); and solely with respect to any assets that are or would constitute ABL Priority Collateral, the liens thereon securing the ABL Credit Agreement and the adequate protection liens granted under the DIP Orders in favor of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty ABL Credit Agreement in ABL Priority Collateral (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.“ABL Priority Liens”); and

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to Effective upon any Subsidiary becoming a Guarantor after the Closing Date, the Company and NTSI, as applicable, shall and Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Lockbox Bank Administrative Agent may agree) to enter into grant to the Collateral Agent for the benefit of the Secured Parties a second (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Purchaser pursuant Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to whichthe Administrative Agent from time to time such schedules, among confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other thingsassurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, the Lockbox Bank agrees to: (a) sweep neither the Lockbox on Borrower nor any other Guarantor shall be obligated hereby to grant a daily basis and deposit all checks received therein to an account designated by security interest in any asset if the Company granting of such security interest would result in writing and the violation of any applicable law or regulation, (b) comply only with the instructions Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or other directions applicable law (after giving effect to relevant provisions of the Purchaser concerning Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Lockbox. All Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the NTSI's invoicesforegoing, account statements other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other written assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or oral communications directingmore third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, instructing(e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, demanding or requesting payment (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of any Account of any Assigned Contract shall conspicuously direct that all payments be made obtaining such security interest would outweigh the benefit to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements Lenders and other written assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, pledge agreements shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertybe required.

Collateral. 12.1 Each (a) . (a) In the event that (i) at least two of the Company Issuer Ratings issued by Fitch, Moody’s and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly S&P with respect to the lockbox maintained by the Company Borrower or one of its parent entities are less than or equal to (the "Lockbox"A) with North Fork Bank pursuant respect to Fitch, BB- with a stable outlook, (B) with respect to Moody’s, Ba3 with a stable outlook and (C) with respect to S&P, BB- with a stable outlook, or (ii) the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On Eighth Amendment Prepayment has not been made on or prior to the Closing DateDecember 29, 2023, then in each case, the Company Borrower and NTSISTX shall, at its cost and expense, within 60 Business Days (or such longer period as applicablethe Administrative Agent may reasonably determine in its discretion) provide collateral to secure the Obligations by pledging or creating, or causing to be pledged or created, first priority, perfected security interests (or the equivalent thereof outside the U.S.) with respect to such of its and the other Guarantors’ assets and properties as the Administrative Agent or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of STX, the Borrower and the other Guarantors, subject to certain exclusions to be determined by the Administrative Agent or the Required Lenders in consultation with Borrower). Such security interests and Liens shall be created under security agreements, pledge agreements, account control agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Required Lenders, and STX and the Borrower shall deliver or cause to be delivered to the Lockbox Bank to enter into Administrative Agent all such documentation acceptable instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent or the Required Lenders shall reasonably request to evidence compliance with this Section 5.14. STX and the Borrower agree to provide such evidence as the Administrative Agent and the Required Lenders shall reasonably request as to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis perfection and deposit all checks received therein to an account designated by the Company in writing priority status of each such security interest and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyLien.

Collateral. 12.1 Each (a) The due and punctual payment of the Company principal of, premium, if any, and NTSIinterest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuers, Intermediate Holdings and the Note Guarantors set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreement and the Collateral Documents, shall be secured by a Lien on the Collateral on a junior basis to the First Lien Priority Indebtedness and on a senior basis to the Junior Lien Collateral Indebtedness (subject to Permitted Liens), as applicableprovided in this Indenture, the Collateral Documents and the Intercreditor Agreement to which the Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will direct be secured by all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly the Collateral pledged pursuant to the lockbox maintained Collateral Documents hereafter delivered as required or permitted by this Indenture, the Company (Collateral Documents and the "Lockbox") with North Fork Intercreditor Agreement. The Trustee, for the benefit of the Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreement. The Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Collateral Documents and the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyIntercreditor Agreement.

Collateral. 12.1 Each The respective liens and security interests granted to Collateral Agent (for the benefit of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox"Secured Parties) with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: Collateral Documents (a) sweep constitute as to personal property included in the Lockbox on Collateral a daily basis and deposit all checks received therein to an account designated by the Company in writing valid security interest and (b) comply only constitute as to the Mortgaged Property included in the Collateral a valid lien and security interest in the Mortgaged Property, in each case to the extent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the instructions filing of financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreement and the Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except (i) Title Exceptions and Permitted Liens described in clauses (a) and (e) of the definition of "Permitted Liens," (ii) to the extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens" and (iii) with respect to Borrower's membership interest in Rocky Mountain Borrower, the Permitted Liens described in clause (i) of the definition of "Permitted Liens." Except to the extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken (or will be taken immediately after the Closing Date) to establish and perfect Collateral Agent's rights in and to the Collateral in existence on such date to the extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other directions similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the Purchaser concerning the Lockbox. All interest, title or Liens of the NTSI's invoicesCollateral Documents, account statements and other written on the Closing Date all such filings or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be recordings will have been made to the Lockboxextent Collateral Agent's security interest can be perfected by filing. Within thirty (30) days Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of closing, the Company shall provide copies of all invoices, account statements Lien and other written security interest described above by possession or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments control to the Lockbox. If, notwithstanding extent contemplated by the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral Documents.

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI Subject to limitations set forth on Schedule 6.17 hereofin the last sentence of this Section 6.22, and other persons obligated to make payments constituting Accounts substantially contemporaneously with the effectiveness of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank")Amendment No. On or prior to the Closing Date2, the Company and NTSIBorrower shall, as applicable, shall and shall cause each Guarantor to, grant a first (subject to Liens permitted hereby) priority security interest to the Lockbox Bank Collateral Agent for the benefit of the Secured Parties in all assets (including real property and the Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and resolutions to be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 2, the Borrower shall cause such Guarantor within ten Business Days to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in consultation with the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the Credit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into all any such documentation acceptable amendment or agreement). Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the foregoing, (v) to the Purchaser pursuant extent that the pledge of 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to which, among other thingsresult in adverse tax consequences to the Borrower, the Lockbox Bank agrees to: (a) sweep pledge of the Lockbox on a daily basis and deposit all checks received therein Capital Stock of such Subsidiary shall be limited to an account designated by 65% of the Company in writing Capital Stock of such Subsidiary and (bvi) comply only with the instructions or other directions Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such security interest would outweigh the Purchaser concerning benefit to the Lockbox. All of the NTSI's invoices, account statements Lenders and other written or oral communications directing, instructing, demanding or requesting payment assets in which it may determine that the taking of any Account of any Assigned Contract shall conspicuously direct that all payments a security interest would not be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyadvisable.

Collateral. 12.1 Each The respective liens and security interests granted to Collateral Agent (for the benefit of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox"Secured Parties) with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: Collateral Documents (a) sweep constitute as to personal property included in the Lockbox on Collateral a daily basis and deposit all checks received therein to an account designated by the Company in writing valid security interest and (b) comply only constitute as to the Mortgaged Property included in the Collateral a valid lien and security interest in the Mortgaged Property, in each case to the extent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the instructions filing of financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreement and the Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except (i) Title Exceptions and Permitted Liens described in clauses (a) and (e) of the definition of "Permitted Liens," and (ii) to the extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens." Except to the extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken (or will be taken immediately after the Closing Date) to establish and perfect Collateral Agent's rights in and to the Collateral in existence on such date to the extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other directions similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the Purchaser concerning the Lockbox. All interest, title or Liens of the NTSI's invoicesCollateral Documents, account statements and other written on the Closing Date all such filings or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be recordings will have been made to the Lockboxextent Collateral Agent's security interest can be perfected by filing. Within thirty (30) days Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of closing, the Company shall provide copies of all invoices, account statements Lien and other written security interest described above by possession or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments control to the Lockbox. If, notwithstanding extent contemplated by the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral Documents.

Collateral. 12.1 Each Subject to the limitations set forth below in this section and the Limited Conditionality Provision, the obligations of the Company Borrower and NTSIthe Guarantors (other than Parent) in respect of the Bridge Facility will be secured by: (a) a perfected first-priority pledge of all of the equity interests issued by each Guarantor (other than Parent) and (b) a perfected first-priority security interest in substantially all real property of the Loan Parties and the net cash proceeds from dispositions of such real property, whether or not mortgages covering such real property have been executed, delivered and/or recorded (it being understood and agreed that no control agreements will be required with respect to any such Collateral) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), subject to certain liens to be agreed. For the avoidance of doubt, (x) the Collateral shall include, without limitation, all real property assets of the Loan Parties set forth in Exhibit E hereto unless a pledge of such real property assets to secure the Bridge Facility is, as of the date hereof, prohibited under that certain Amended and Restated Credit Agreement, dated as of December 2, 2014, among, inter alios, American Realty Capital Retail Operating Partnership, L.P., as borrower, and BMO Hxxxxx Bank N.A., as administrative agent (as in effect on the date hereof), but only for so long as such prohibition is applicable, (all such real property assets not subject to any such prohibition, collectively, the “Bridge Facility Properties”) and (y) to the extent the mortgage of such real property or pledge of the equity interests issued by the owner of such real property is required under the terms of any property-level financing, the proceeds of which are used to reduce commitments or prepay Bridge Loans in accordance with clause (y) under the heading “Mandatory Prepayments and Commitment Reductions” above, such real property and/or equity interests, as the case may be, shall be automatically released from the security interest anticipated hereby concurrent with the consummation of such financing, so long as, after giving pro forma effect to any such reduction of commitments and/or prepayment of Bridge Loans, as the case may be, and release of such real property and/or equity interests, as the case may be, the ratio of (i) the aggregate Bridge Commitments or Bridge Loans, as applicable, will direct all present and future Account Debtors outstanding at such time to (b) the aggregate appraised value of NTSI set forth on Schedule 6.17 hereofthe Bridge Facility Properties (net of the aggregate amount of any indebtedness or other amounts secured by encumbrances thereon (other than the Bridge Loans)) (as determined by Financial Institutions Reform, Recovery, and other persons obligated Enforcement Act of 1989 compliant appraisals for such Bridge Facility Properties dated as of a recent date (“FIRREA-Compliant Appraisals”)) for which FIRREA-Compliant Appraisals have been delivered is no greater than 0.50 to make payments constituting Accounts of Assigned Contracts to make such payments directly 1.00. Notwithstanding anything to the lockbox maintained contrary contained herein (but subject to the last sentence of the immediately preceding paragraph), the Collateral shall exclude the following: (i) to the extent requiring the consent of one or more third parties (that are not a Loan Party or any direct or indirect parent thereof) or prohibited by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of any applicable organizational documents, equity interests in any person other than wholly-owned subsidiaries (but only for so long as such prohibition is applicable and to the Lockbox Agreement dated May 16extent not entered into in contemplation hereof), 2005 (ii) any property subject to a purchase money security interest or similar arrangement not prohibited by the Bridge Documentation to the extent that a grant of a security interest therein would require the consent of a third party that are not a Loan Party or any direct or indirect parent or subsidiary thereof (unless such consent has been received), violate or invalidate such lease, license, contract, agreement, document or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any parent or subsidiary thereof) after giving effect to the applicable anti-assignment provisions of the UCC, (iii) assets of any subsidiary that are prohibited by any permitted contractual obligation binding on such asset that is existing on the Delayed Draw Closing Date (or, if later, the date of acquisition of such asset) from being pledged to secure the Bridge Facility, or such other financial institution accepted pledge would trigger termination pursuant to any “change of control” or similar provision under such contract, or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such assets, unless such consent, approval, license or authorization has been received, (iv) assets the pledging of which would have a material adverse tax consequence for the Borrower or its beneficial owners, as may reasonably be determined by the Purchaser Borrower in writing as may be selected by good faith and (v) assets in circumstances where the Company Initial Lenders and the Borrower reasonably agree that the cost, burden or consequences of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit afforded thereby (the "Lockbox Bank"foregoing described in clauses (i) through (v) are, collectively, “Excluded Assets”). On The Loan Parties shall not be required to obtain third party acknowledgements or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company consent in writing and (b) comply only with the instructions or other directions support of the Purchaser concerning creation, perfection or enforcement of security interests in the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral.

Collateral. 12.1 Each Lender agrees that any action taken by Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater number of Lenders) in accordance with the provisions of this Agreement or of the Company other Loan Documents relating to the Collateral, and NTSIthe exercise by Agent or the Requisite Lenders (or, as applicablewhere so required, will direct all present and future Account Debtors such greater number of NTSI Lenders) of the powers set forth on Schedule 6.17 hereofherein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and other persons obligated binding upon all of Lenders and Agent. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to make (i) act as the disbursing and collecting agent for Lenders with respect to all payments constituting Accounts of Assigned Contracts to make such payments directly and collections arising in connection herewith and with the Loan Documents in connection with the Collateral; (ii) execute and deliver each Loan Document relating to the lockbox maintained Collateral and accept delivery of each such agreement delivered by Borrower; (iii) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Company Loan Documents relating to the Collateral; and (vi) except as may be otherwise specifically restricted by the "Lockbox") terms hereof or of any other Loan Document, exercise all right and remedies given to such Agent and Lenders with North Fork Bank respect to the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise. Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral covered by this Agreement or the other Loan Documents exists or is owned by Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent, on behalf of the Lenders, herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, enforced or maintained or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the Loan Documents; it being understood and agreed that in respect of the Collateral covered by this Agreement or the other Loan Documents, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in Collateral covered by this Agreement or the Loan Documents as one of Lenders and Agent shall have no duty or liability whatsoever to any of the other Lenders; provided, that Agent shall exercise the same care which it would in dealing with loans for its own account. Each Lender agrees that it will not have any right individually to enforce or seek to enforce this Agreement or any other Loan Document or to realize upon any Collateral security for the Loans or other Indebtedness; it being understood and agreed that such rights and remedies may be exercised only by Agent in accordance with the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyLoan Documents.

Collateral. 12.1 Each (a) The due and punctual payment of the Company and NTSIprincipal of, as applicablepremium, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofif any, and other persons obligated to make payments constituting Accounts interest on the Notes, when and as the same shall become due and payable, whether on the Maturity Date, by acceleration or otherwise, the due and punctual payment of Assigned Contracts to make such payments directly interest on the overdue principal of and interest on the Notes, to the lockbox maintained by extent lawful, and the Company (due and punctual performance of all Obligations of the "Lockbox") Issuer and the Guarantors to the Holders, the Trustee and/or the Collateral Agent, in accordance with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16Notes, 2005 or such other financial institution accepted by this Indenture, the Purchaser in writing as may Note Guarantees and the First Lien Notes Security Documents, shall be selected by the Company (the "Lockbox Bank"). On or prior secured, according to the Closing Dateterms hereunder or thereunder, by a Lien on the Collateral on an equal and ratable basis with any other Fixed Asset Obligations, subject to Permitted Liens and the terms of the First Lien and Third Lien Intercreditor Agreement, as provided in this Indenture and the First Lien Notes Security Documents, and will be secured by all of the Collateral pledged pursuant to the First Lien Notes Security Documents hereafter delivered as required or permitted by this Indenture and the First Lien Notes Security Documents, and subject to the terms thereof. The Issuer and the Guarantors, for the benefit of the Holders, hereby appoints U.S. Bank Trust Company, National Association as the initial Collateral Agent, and the Collateral Agent and the Trustee are hereby authorized and directed to execute and deliver the First Lien Notes Security Documents to which it is a party. Each Holder by its acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the First Lien Notes Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the First Lien Notes Security Documents, the Company duties of the Collateral Agent shall be ministerial and NTSIadministrative in nature and the Collateral Agent shall not be deemed to have any trust or other fiduciary relationship with the Trustee, as applicableany Holder, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable Issuer or any Guarantor. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Purchaser pursuant Collateral Agent is not intended to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions connote any fiduciary or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written implied (or oral communications directing, instructing, demanding or requesting payment express) obligations arising under agency doctrine of any Account applicable law. Instead, such term is used merely as a matter of any Assigned Contract shall conspicuously direct that all payments be made market custom, and is intended to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written create or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyreflect only an administrative relationship between independent contracting parties.

Collateral. 12.1 Each The B Loans will be secured by valid and perfected Liens upon all of the Company Principal Properties (except the Trinidad Interest) of the Borrower and NTSIthe Domestic Subsidiaries, as applicablewhether now owned or hereafter acquired and all proceeds thereof, will direct all present and future Account Debtors including a pledge of NTSI set forth on Schedule 6.17 hereofthe stock or other equity interests of the Domestic Subsidiaries, and valid and perfected Liens in all Non-Principal Properties of the Borrower and the Domestic Subsidiaries, including all tangible and intangible property (including deposit accounts) of the Borrower and the Domestic Subsidiaries other persons obligated than the Principal Properties, and the A Obligations will be secured only by first priority, valid and perfected Liens in all of the Non-Principal Properties (including deposit accounts) of the Borrower and the Domestic Subsidiaries, in each case whether now owned or hereafter acquired and all proceeds thereof, and excluding certain encumbered property; provided, that the Obligations will not be secured by (a) the Borrower's and its Subsidiaries equity interests in (i) Houston Ammonia Terminal, L.P., and (ii) FMCL LLC, (which holds vessel charter rights pertaining to make payments constituting Accounts transportation of Assigned Contracts to make such payments directly offtake from FMCL's facility), (b) the Trinidad Interest or (c) the Excluded Non Principal Property. The Borrower acknowledges and agrees that the Liens on the Collateral shall be granted to the lockbox maintained Administrative Agent for the benefit of the holders of the Obligations of each Class to the extent described above and shall be valid and perfected first priority Liens subject only to Liens permitted by the Company (the "Lockbox") with North Fork Bank Section 7.9 hereof pursuant to one or more Security Documents from such Persons, each in form and substance satisfactory to the terms Administrative Agent, and provided further that the Borrower and the Domestic Subsidiaries need not take any steps to perfect a Lien on deposit accounts maintained in proximity to its operations for the purpose of paying amounts owing (as opposed to receiving collections) provided that the Lockbox Agreement dated May 16, 2005 or total balance on deposit in such other financial institution accepted deposit accounts shall not exceed $500,000 except that the Borrower and its Domestic Subsidiaries may exceed such amount by the Purchaser depositing in writing as may be selected by the Company (the "Lockbox Bank"). On or such deposit accounts amounts sufficient to cover payroll obligations paid out of such deposit accounts if such deposits are made not more that two business days prior to the Closing Date, the Company date payroll and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all related checks written against such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyaccounts are released.

Collateral. 12.1 Each Within forty-five (45) days (or such longer period as may be extended by the Agent with the consent of the Company Required Lenders in their reasonable discretion) after any Significant Subsidiary is formed or acquired after the Effective Date or a Subsidiary becomes a Significant Subsidiary, the Borrower shall cause such new Significant Subsidiary to, unless the Required Lenders otherwise agree in writing, (i) execute and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly deliver to the lockbox maintained Agent a Perfection Certificate, relating to such Significant Subsidiary, (ii) pledge the equity interests (except to the extent constituting Excluded Property) it owns in any other Significant Subsidiary to the Agent for the benefit of the Secured Parties on a first priority perfected basis pursuant to a Pledge Agreement substantially in the form attached hereto as Exhibit 1.1(P)(3), (iii) cause all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Significant Subsidiary (except to the extent constituting Excluded Property) that are owned by another Loan Party to be pledged on a first priority perfected basis to the Company (Agent for the "Lockbox") with North Fork Bank benefit of the Secured Parties pursuant to the terms Pledge Agreements, (iv) execute and deliver to the Agent for the benefit of the Lockbox Secured Parties Collateral Documents in form and substance reasonably satisfactory to the Agent, including without limitation a Security Agreement dated May 16substantially in the form attached hereto as Exhibit 1.1(S)(2), 2005 Patent, Trademark and Copyright Security Agreements and Mortgages, (subject to the below proviso) necessary or reasonably requested by the Agent or Required Lenders to grant first priority perfected liens and security interests (subject only to Permitted Liens) in favor of the Agent for the benefit of the Secured Parties in substantially all of the assets of such new Significant Subsidiary, including proper financing statements under the Uniform Commercial Code of the applicable jurisdictions of organization covering the Collateral described in the relevant Collateral Documents and appropriate equity certificates and powers evidencing the Collateral pledged pursuant to the relevant Pledged Agreement(s), (v) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and judgment searches (including searches of the applicable real estate indexes), with the results, form scope and substance of such searches to be reasonably satisfactory to the Agent, (vi) deliver opinions of legal counsel with respect to such new Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably requested by the Agent or the Required Lenders and with such opinions to be reasonably satisfactory in form, scope and substance to the Agent or the Required Lenders in their respective reasonable discretion and (vii) provide the Agent with evidence that such new Significant Subsidiary has taken all actions required under the Flood Laws and/or reasonably requested by the Agent or the Required Lenders, to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral to the extent such Collateral includes any “building” or “mobile home” (each as defined in Regulation H as promulgated by the Federal Reserve Board under the Flood Laws), including, but not limited to, providing the Agent with the address and/or GPS coordinates of each structure on any real property that is or will be subject to a Mortgage in favor of the Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; provided, however, with respect to any Real Property (other than, for the avoidance of doubt, Excluded Property) of a Significant Subsidiary that is formed or acquired after the Effective Date or of a Subsidiary that becomes a Significant Subsidiary after the Effective Date that is required to be subject to a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or a Security Agreement, the requirements of this Section 8.01(l) shall be satisfied with respect to Real Property and with respect to fixtures and as extracted collateral if the Borrower and the applicable Significant Subsidiary take all steps within one-hundred twenty (120) days following the date a Subsidiary becomes a Significant Subsidiary (or such other financial institution accepted by the Purchaser in writing longer period as may be selected extended by the Company (Agent with the "Lockbox Bank"). On consent of the Required Lenders) necessary or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated reasonably requested by the Company Agent or the Required Lenders to grant first priority perfected liens (subject only to Permitted Liens) in writing and (b) comply only with the instructions or other directions favor of the Purchaser concerning Agent for the Lockbox. All benefit of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made Secured Parties with respect to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCollateral.

Collateral. 12.1 Each THIS LOAN IS SECURED, IN ADDITION TO ANY OTHER COLLATERAL, WITH A SECURITY INTEREST IN ALL INVENTORY, CHATTEL PAPER, ACCOUNTS, EQUIPMENT, AND GENERAL INTANGIBLES. UNLESS OTHERWISE STATED IN THIS DOCUMENT, ALL THE PREVIOUS TERMS AND CONDITIONS OF THE SECURITY AGREEMENT WITH RELATED UCC'S ON FILE ARE HEREBY INCORPORATED AND MADE A PART OF THIS NOTE. PRIOR NOTE. EQUIPMENT TERM LOAN DATED 2/2/96 AS FURTHER DESCRIBED IN ARTICLE IV OF THE LOAN AGREEMENT ALSO DATED 2/2/96. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of the Company its rights or remedies under this Note without losing them. Borrower and NTSIany other person who signs, as applicableguarantees or endorses this Note, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained extent allowed by the Company (the "Lockbox") with North Fork Bank pursuant to law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of the Lockbox Agreement dated May 16this Note, 2005 and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicableendorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. Borrower expressly agrees that the interest rates specified in this Note shall cause be the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: applicable interest rates due (a) sweep on amounts outstanding during the Lockbox on a daily basis and deposit all checks received therein term of this Note, notwithstanding the rate of interest prescribed by statute from time to an account designated by the Company in writing time, and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating respect to any Assigned Contract each clearly directing Account Debtors to make all payments to amounts outstanding on and after the Lockboxmaturity date of this Note. IfPRIOR TO SIGNING THIS NOTE, notwithstanding the instructions to Account DebtorsBORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, the Company and or NTSIINCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. BORROWER: MICRONETICS WIRLESS, as applicable receives any paymentsINC. By: s/Xxxxxxx Xxxxx XXXXXXX XXXXX, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.President LENDER: BANK OF NEW HAMPSHIRE By: s/Xxxxx Xxxxxxxxx Authorized Officer c:\wpdocs\data\micro\EXH10-6.M28

Collateral. 12.1 Each (a) The due and punctual payment of the Company principal of, premium, if any, and NTSIinterest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.6, and the Notes, the Guarantees and the Security Documents, shall be secured by a Lien on the Fixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each case subject to Permitted Liens, as applicableprovided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will direct be secured by all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank Collateral pledged pursuant to the terms Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Issuer, for the benefit of the Lockbox Agreement dated May 16Holders, 2005 or hereby appoints UMB Bank, N.A., as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents. Each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank")appointment. On or prior Notwithstanding any provision to the Closing Datecontrary contained elsewhere in this Indenture or the other Note Documents, the Company duties of the Collateral Agent shall be ministerial and NTSIadministrative in nature, as applicableand the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall cause be read into this Indenture or the Lockbox Bank to enter into all such documentation acceptable other Note Documents, or otherwise exist, against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Purchaser pursuant Collateral Agent is not intended to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions connote any fiduciary or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written implied (or oral communications directing, instructing, demanding or requesting payment express) obligations arising under agency doctrine of any Account applicable law. Instead, such term is used merely as a matter of any Assigned Contract shall conspicuously direct that all payments be made market custom, and is intended to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written create or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyreflect only an administrative relationship between independent contracting parties.

Collateral. 12.1 Each The Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Company Borrower and NTSIeach Domestic Subsidiary in all of their accounts, as applicablechattel paper, will direct all present instruments, documents, general intangibles, letter of credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, real estate and future Account Debtors of NTSI set forth on Schedule 6.17 hereofcertain other Property, whether now owned or hereafter acquired or arising, and other persons obligated to make payments constituting Accounts all proceeds thereof; provided that: (i) until a Default or Event of Assigned Contracts to make such payments directly to the lockbox Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on local pxxxx cash accounts maintained by the Company Borrower and its Domestic Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $10,000 in the aggregate and Liens on payroll accounts maintained by the Borrower and its Domestic Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the "Lockbox"total value of such property at any one time not so perfected shall not exceed $250,000 in the aggregate, and (iii) with North Fork unless otherwise required by Bank during the existence of any Event of Default, Liens on the Voting Stock of a Foreign Subsidiary which, if granted, would cause a Material Adverse Effect on the Borrower’s federal income tax liability shall be limited to 66% of the total outstanding Voting Stock of such Foreign Subsidiary. The Borrower acknowledges and agrees that the Liens on the Collateral shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the preceding sentence, in each case pursuant to the terms of the Lockbox Agreement dated May 16one or more Collateral Documents from such Persons, 2005 or such other financial institution accepted by the Purchaser each in writing as may be selected by the Company (the "Lockbox form and substance satisfactory to Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or property.726721136.8 18564250

Collateral. 12.1 Each To secure full and complete payment and performance of the Company Obligation, the Loan Parties hereby jointly and NTSIseverally grant and convey to, and create in favor of, Administrative Agent (for the ratable benefit of the Lenders) first priority Liens in and to the following on the terms and conditions set forth in the Collateral Documents: (i) all of the issued and outstanding stock of the Domestic Subsidiaries owned by Borrower or any Domestic Subsidiary; (ii) 65% of the outstanding stock of each of the Material Foreign Subsidiaries owned by Borrower or any Domestic Subsidiary; and (iii) all inventory and accounts receivable of Borrower or any Domestic Subsidiary, excluding inventory located outside the United States and accounts receivable generated from the sale of inventory to purchasers located outside the United States (collectively, the "FOREIGN ASSETS"), so long as the aggregate value of such Foreign Assets does not exceed 10% of the total assets of the Loan Parties, as applicablemore particularly described in the Collateral Documents (collectively, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "LockboxCOLLATERAL") with North Fork Bank pursuant to ); provided that, the terms stock of any Domestic Subsidiary that will be merged out of existence upon the occurrence of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Subsidiary Mergers will not be required to be pledged hereunder unless the Purchaser Subsidiary Mergers have not been consummated in writing as may be selected by the Company (the "Lockbox Bank"). On full on or prior to the Closing 60th day following the Initial Borrowing Date, at which time the Company stock of each then-existing Domestic Subsidiary shall be pledged hereunder. In addition, promptly after the designation, formation, or Acquisition of any new Domestic Subsidiary or after any Foreign Subsidiary becomes a Material Foreign Subsidiary as reflected on the most-recently d-699365.10 42 CoorsTek Credit Agreement ------------------------- delivered Financial Statements, Borrower shall execute and NTSIdeliver to Administrative Agent all instruments and documents (including, as applicablewithout limitation, shall Collateral Documents and all certificates and instruments representing shares of stock), and shall cause take all further action that may be necessary or desirable, or that Administrative Agent may reasonably request, to grant and perfect first priority Liens in favor of Administrative Agent (for the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions ratable benefit of the Purchaser concerning the Lockbox. All Lenders) in all of each new Domestic Subsidiary owned by Borrower or any Domestic Subsidiary, 65% of the NTSI's invoicesissued and outstanding stock of each new Material Foreign Subsidiary owned by Borrower or any Domestic Subsidiary as security for the Obligation, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of additional Collateral owned by any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertynew Domestic Subsidiary.

Collateral. 12.1 Each Payment of the Company Obligations will be secured by (i) a first ---------- perfected security interest in 100% of the Capital Stock of the Subsidiaries of the Borrower and NTSI100% of the Capital Stock of the Borrower, as applicable(ii) subject to Permitted Liens and Section 6.15 hereof, will direct a first perfected security interest in all present of the existing and future Account Debtors accounts (including without limitation, the Tenant Leases), equipment, inventory and general intangibles (including all existing and future Tenant Leases, and excluding any Interest Rate Protection Agreement to which any Lender is a party, motor vehicles, bank accounts, intellectual property and chattel paper) of NTSI set forth on Schedule 6.17 the Borrower and its Subsidiaries, (iii) Guaranties of the Obligations by each Guarantor, (iv) in accordance with Section 6.15 hereof, deeds of trust and/or mortgages on all real property owned by the Borrower and each Subsidiary of the Borrower and (v) certain pre-existing leasehold deeds of trust and/or mortgages on Borrower's leasehold interest under certain Ground Leases (collectively, together with all other Properties or assets of the Borrower, Subsidiaries and other persons obligated Persons securing the Obligations from time to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (time, the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox BankCollateral"). On The Borrower agrees that it will, and will cause its Subsidiaries and the Parent to, execute and deliver, or prior cause to be executed and delivered, such documents as the Closing Date, Administrative Agent may from time to time reasonably request to create and perfect a first Lien for the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions benefit of the Purchaser concerning Administrative Agent and the Lockbox. All of Lenders in the NTSI's invoicesCollateral, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. Ifprovided that, notwithstanding the instructions to Account Debtorsforegoing, the Company and Borrower is not obligated to grant or NTSI, as applicable receives perfect any payments, the Company and leasehold deed of trust or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyleasehold mortgage.

Collateral. 12.1 Each (a) The Obligations and the Hedge Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Company and NTSILenders on the Collateral, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16Security Documents. The Borrower shall (and, 2005 subject to any provisions of any financing to which any Subsidiary is a party or such other financial institution accepted by which a Subsidiary is bound, shall cause its Subsidiaries) to comply, in all material respects, with the Purchaser in writing terms and provisions of the Security Documents, including, without limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as may be selected by and when therein provided, including, without limitation, on account of any and all additional Subsidiaries of Borrower (and/or intervening Subsidiaries) which shall exist from and after the Company Closing Date. Borrower shall provide Agent with at least five (the "Lockbox Bank"). On or 5) Business Days’ notice prior to the Borrower acquiring or creating any such additional Subsidiary, together with such information, documents, and materials (including, without limitation, ownership certificates, stock/transfer powers, and other documentation required to be provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by Agent. Without limiting the foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Closing Date, subject to the Company and NTSIprovisions of any document evidencing any Indebtedness approved by the Agent to be incurred by such Subsidiary hereunder, as applicable, shall and Borrower shall cause such Borrower Subsidiary to confirm the Lockbox Bank applicable Ownership Interest Pledge or Distribution Interest Pledge and to enter into all provide such other stock or ownership certificates, executed transfer powers, and documentation acceptable (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security interest to and in the applicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge) (to the Purchaser pursuant extent such Ownership Interest Pledge or Distribution Interest Pledge is permitted to which, among other things, the Lockbox Bank agrees to: be provided (aand/or not prohibited from being provided) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company as reasonably determined in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertygood faith).

Collateral. 12.1 Each At all times following the Collateral Trigger Event, the Borrower will cause each Obligor’s tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected lien (subject to liens permitted hereunder) in favor of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereofBank to secure the obligations incurred under this Agreement or otherwise in connection with this Agreement or any guaranty, and other persons obligated in connection therewith, the Borrower shall cause each Obligor to make payments constituting Accounts of Assigned Contracts to make such payments directly execute and deliver to the lockbox maintained Bank the security agreement in the form of Annex I hereto and all other pledge agreements, control agreements, filings and other collateral documents requested by the Company (Bank. The Borrower shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the "Lockbox") with North Fork Bank pursuant security interests therein, all in form and substance reasonably satisfactory to the terms Bank. The Borrower hereby irrevocably appoints the Bank to act as, and the Bank shall have the right to act as, the Borrower’s and each Guarantor’s lawful attorney-in-fact, with full power of substitution, in the name of the Lockbox Agreement dated May 16Borrower and such Guarantors, 2005 or such other financial institution accepted by the Purchaser to execute any collateral documents and to take generally any action in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of the collateral documents; provided, however, that the Bank shall not exercise its other funds rights as attorney-in-fact unless and until the Collateral Trigger Event occurs and the Borrower and the Guarantors have failed to execute and deliver the collateral documents within fifteen (15) calendar days after demand by the Bank. Notwithstanding anything to the contrary contained herein, if the principal balance outstanding of the credit extended under this Agreement exceeds Fifty Million Dollars ($50,000,000) at any time, then upon the request of the Bank, the Borrower shall cause 65% (or property.such greater percentage that, due to a change in an applicable law after the date hereof, (i) could not reasonably be expected to cause the undistributed earnings of such subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such subsidiary's parent and (ii) could not

Collateral. 12.1 Each of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep Upon the Lockbox on occurrence of a daily basis Triggering Event, Minority Lenders shall have the right to direct the Administrative Agent to, and deposit the Administrative Agent if so directed by Minority Lenders shall, declare any or all checks received therein of the Collateral Documents effective and to an account designated require that the Restricted Subsidiaries from time to time grant to the Administrative Agent under the applicable Collateral Document a first priority security interest in one or more items of Collateral as specified in such request pursuant to such direction of Minority Lenders. Upon receipt of such request, the applicable Restricted Subsidiary shall execute and deliver to the Administrative Agent a Collateral Supplement under the applicable Collateral Document granting a security interest in such specified Collateral to the Administrative Agent and, if applicable pursuant to Section 7.16(b), to the USA Mobile Indenture Trustees. Such Restricted Subsidiary shall also deliver to the Administrative Agent such documents as the Administrative Agent may request in connection therewith, including, without limitation, (i) duly executed UCC-1 Financing Statements, (ii) duly executed Grants of Security Interest (Trademarks), (iii) opinions of counsel, in form and substance satisfactory to the Administrative Agent, with respect to the enforceability of the security interests so granted and the perfection thereof and (iv) other documents as may reasonably be requested by the Company in writing Administrative Agent. In connection therewith, the Administrative Agent is hereby irrevocably authorized and empowered as each Restricted Subsidiary's attorney-in- fact, to execute such UCC-1 Financing Statements, Grants of Security Interest (bTrademarks) comply only and instructions to the Escrow Agent and to deliver or file the same and to make, at the Administrative Agent's option, all other filings and to give all other notices as it shall reasonably deem necessary with the instructions or other directions respect to any of the Purchaser concerning Collateral, all of which may be done with or without the Lockboxsignature of any Restricted Subsidiary. All The foregoing power constitutes a power coupled with an interest which shall survive until all of the NTSI's invoices, account statements obligations under the Loan Documents have been indefeasibly paid in full in cash and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyCredit Agreement has been terminated.

Collateral. 12.1 Each (a) The Obligations shall be secured by a perfected first priority security interest in the Collateral. The Borrower shall be entitled to withdraw Collateral in inverse order of the Company ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and NTSIthe list shall be adjusted accordingly)) so long as, both immediately before and after giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as applicablein effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), will direct all present the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.17, Non-Performing Loan Assets and future Account Debtors Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of NTSI set forth “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.17, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on Schedule 6.17 the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause a sufficient amount of the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) take any other persons obligated to make payments constituting Accounts actions as the Administrative Agent or the Collateral Trustee may reasonably request for the purposes of Assigned Contracts to make such payments directly fully perfecting or renewing the rights and security interests of the Collateral Trustee, on behalf of the Banks, with respect to the lockbox maintained Collateral. In addition to Collateral withdrawals otherwise permitted pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of any Collateral (and any related collateral) if requested by the Company Borrower at any time prior to the commencement of a Foreclosure (as defined in the "Lockbox"Collateral Trust Agreement) with North Fork Bank in respect thereof, shall be released by the Collateral Trustee to the custody of the Borrower, the applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, in each case in respect of any such promissory notes and related collateral. It is understood and agreed that any Collateral released pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser foregoing sentence shall remain Collateral except in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser connection with a withdrawal otherwise permitted pursuant to which, among this Agreement or any other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyLoan Document.

Collateral. 12.1 Each If, during the term of the Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Datethis Agreement, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: Reinsurer (a) sweep the Lockbox on loses or has a daily basis and deposit all checks received therein to an account designated by the Company change in writing and its license, approval, or accreditation, or (b) comply only is not authorized, admitted, approved, accredited, or (c) has its authority to do business revoked by any regulatory authority, in any jurisdiction in which such licensing or accreditation is necessary for the Ceding Company to take financial statement statutory reserve credit for the reinsurance under this Agreement, then at the Reinsurer’s expense, the Reinsurer will provide the Ceding Company with “Collateral” in the instructions form of either clean, irrevocable unconditional and “evergreen” letters of credit, assets in trust held under an agreement acceptable under applicable insurance laws and regulations, or any other directions form of collateral or treaty modification that is agreeable to both parties and allows the Ceding Company to take full statutory reserve credit in all jurisdictions where the Ceding Company files statutory financial statements and is authorized to do business until such time as the Ceding Company is thereafter able to receive reserve credit in all jurisdictions for the reinsurance ceded under this Agreement without such collateral, provided, however, that this collateral requirement will be on a basis no more onerous than is required for the Ceding Company to receive full reserve credit. The Reinsurer will bear the cost of the Purchaser concerning Collateral. If a letter of credit is provided, the Lockboxletter of credit will be issued by a bank which [_____]. All The designated bank must be organized or licensed in the United States and must appear on the list of approved banks published by the Securities Valuation Office of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment National Association of Insurance Commissioners. The Reinsurer will notify the Ceding Company of any Account change in the Reinsurer’s licensing, approval or accreditation that is relevant to the Ceding Company’s ability to take reserve credit as soon as reasonably possible, but in no event later than [_____] days after such change. In addition, if the Reinsurer fails to provide security for the Ceding Company’s reserve credit, fails to otherwise rectify the problem and/or fails to comply as described above within [_____] days of written notice thereof from the Ceding Company in accordance with Section 13.1, then in the event any of the contingencies identified above has not been cured by the next “as of” date of any Assigned Contract of the Ceding Company’s quarterly statutory financial statements, the Ceding Company shall conspicuously direct that have all payments available remedies including but not limited to [_____]. Such [_____], if elected by the Ceding Company, must be made elected no later than [_____] calendar days after the date the Reinsurer fails to remedy the Ceding Company’s reserve credit problem related to the Lockboxloss of the Reinsurer’s licensing status. Within thirty (30) days In no event shall the Ceding Company be [_____] under this Agreement. The Ceding Company or the Ceding Company’s successors in interest may draw upon the Collateral at any time, notwithstanding any other provisions of closingthis Agreement, and the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment proceeds of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to such draw shall be utilized by the Lockbox. IfCeding Company or its successors in interest by operation of law, notwithstanding the instructions to Account Debtors, the Company and only for one or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property more of the Purchaser and shall not commingle such payments with any of its other funds or property.following reasons:

Collateral. 12.1 Each As security for all indebtedness of Borrower to Bank and its affiliates subject hereto, Borrower hereby grants to Bank security interests of first priority in all Borrower's assets in all Borrower's obligations hereunder and all other Loan Documents executed herewith, including the Xxxxx Fargo Commercial MasterCard Customer Agreement ("Card Agreement"), as Card Agreement may be amended, modified, restated, extended, increased, and/or rearranged from time to time (collectively the "INDEBTEDNESS"). Borrower and Bank acknowledge and agree that the above sentence does not give Borrower the right to extend or increase its obligations to Bank beyond the ones created on even date herewith without MILLC's and MCA's written approval. As additional security for the Indebtedness of Borrower to Bank hereunder, Borrower shall cause MCA and M-I L.L.C., a Delaware limited liability company ("MILLC"), to grant to Bank security interests of first priority in all of MCA's and MILLC's respective outstanding limited liability company interests of the Company Borrower. Borrower shall also cause MCA and NTSI, MILLC (collectively referred to herein as applicable, will direct all present and future Account Debtors the "BUSINESS VENTURES OWNERS") to evidence any loans made by the Business Venture Owners as of NTSI set forth on Schedule 6.17 the date hereof, which constitute inter-company debt, by requiring the parties to such loans to execute a promissory note in form and other persons obligated substance satisfactory to make payments constituting Accounts Bank and to collaterally assign to and deliver possession of Assigned Contracts such promissory notes to make such payments directly Bank. It is agreed and understood that the grant to Bank of security interests in said promissory notes shall be at all times a first priority security interest therein. All of the lockbox maintained foregoing shall be evidenced by the Company (the "Lockbox") with North Fork Bank pursuant and subject to the terms of the Lockbox Agreement dated May 16such security agreements, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Datefinancing statements, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions deeds of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements trust and other written or oral communications directingdocuments as Bank shall reasonably require, instructing, demanding or requesting payment of any Account of any Assigned Contract all in form and substance satisfactory to Bank. Borrower shall conspicuously direct that reimburse Bank immediately upon demand for all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements costs and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox expenses incurred by Bank in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments connection with any of its other funds or propertythe foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. 12.1 Each (a) The due and punctual payment of the Company principal of, premium, if any, and NTSIinterest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuers, Intermediate Holdings and the Note Guarantors set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreement and the Collateral Documents, shall be secured by a Lien on the Collateral on a junior basis to the First Lien Priority Indebtedness and on a senior basis to the Junior Lien Collateral Indebtedness (subject to Permitted Liens), as applicableprovided in this Indenture, the Collateral Documents and the Intercreditor Agreement to which the Issuer, the Co-Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will direct be secured by all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly the Collateral pledged pursuant to the lockbox maintained Collateral Documents hereafter delivered as required or permitted by this Indenture, the Company (Collateral Documents and the "Lockbox") with North Fork Intercreditor Agreement. The Trustee, for the benefit of the Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreement. The Issuer, the Co-Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by Collateral Documents and the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to the Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in writing and (b) comply only with the instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not commingle such payments with any of its other funds or propertyIntercreditor Agreement.