Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein shall be and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligationssubject only to Permitted Liens. If Borrower shall at any time, time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. This Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1 .l(c). Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations and cash-collateralized Letters of Credit following maturity). Upon payment in full of the Obligations (other than inchoate indemnity obligations and cash-collateralized Letters of Credit following maturity) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to Collateral Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or are permitted by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest in the to have priority to Collateral shall continue until Borrower fully satisfies its ObligationsAgent’s Lien. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code) with an anticipated value in excess of $25,000, Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, (i) release its Liens in the Collateral and all rights therein shall revert to Borrower, (ii) execute and deliver to Borrower all documents that Borrower reasonably requests to evidence the release of the security interest in the Collateral and (iii) deliver to Borrower any stock certificates and other Collateral in Collateral Agent’s possession.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be a deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the CollateralCollateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof Obligations (other than inchoate indemnity obligations and grant obligations with respect to Bank in such writing a security interest therein and in the proceeds thereof, all upon Services that have been cash collateralized pursuant to the terms of this AgreementSection 4.1) are satisfied in full, with and at such writing time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to be Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in form full, and substance satisfactory (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to BankBank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's ’s duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's ’s interest in such license or agreement or any other property. Borrower shall not enter into, will provide written notice to Bank within 30 days of entering or become becoming bound by, by any such material license or agreement which is reasonably likely to have a material impact on Borrower's ’s business or financial condition, unless Borrower provides Bank with written notice within thirty condition (30) Business Days after entering into such agreementother than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, authorization by, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "“Collateral" ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreementagreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if the Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future future. If the Agreement is terminated, Bank's ’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants BankAgent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges to Agent, for the ratable benefit of the Lenders, and assigns to the Bankeach Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Subject to Section 5.2, Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank The Collateral may place a "hold" on any deposit account pledged as Collateralbe subject to Permitted Liens. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license (other than over the counter software that is commercially available to the public) or other material agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, provide written notice to Agent within ten (10) days after entering or become becoming bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank Agent reasonably requests to obtain the consent of, authorization by or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank Lenders to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If future. Notwithstanding the Agreement is terminatedforegoing, Bank's lien the terms of the preceding sentence shall not apply to, and security interest in the Collateral shall continue until not include, license agreements solely for the use of intellectual property of a third party, with respect to which license Borrower fully satisfies its Obligationsis the licensee. If Borrower shall shall, at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the brief details thereof and grant to Bank Agent and Lenders in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankAgent.

Grant of Security Interest. Borrower hereby grants BankThe due and punctual payment of the principal of and interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to secure the payment extent permitted by law), if any, on the Notes and performance in full of all other obligations of the Obligations Company to the Holders or the Trustee under this Indenture and the performance of each of Borrower's duties under the Loan DocumentsNotes, a continuing security interest in, and pledges and assigns according to the Bankterms hereunder or thereunder, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest are secured as provided in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to Collateral Agreements which the Borrower is Company has entered into simultaneously with the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other propertyexecution of this Indenture. Borrower shall not enter intoEach Holder, or become bound byby its acceptance of Notes, any such material license or agreement which is reasonably likely consents and agrees to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any the Collateral Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Agreements, and will do or cause to be done all such license acts and things as may be necessary or agreementproper, whether now existing or entered into in as may be required by the future If provisions of the Agreement is terminatedCollateral Agreements, Bank's lien to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral shall continue until Borrower fully satisfies contemplated hereby, by the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company will take, and will cause its ObligationsSubsidiaries to take, including without limitation upon request of the Trustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens except as expressly permitted by the applicable Collateral Agreement or this Indenture. If Borrower shall at any The Collateral Agent may open and maintain one or more accounts to hold the Collateral and the Collateral Agreements from time to time, acquire a commercial tort claim, Borrower it being understood that such accounts shall promptly notify Bank not in a writing signed by Borrower of any way expand or otherwise affect the brief details thereof Collateral Agent’s duties under the Indenture and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankCollateral Agreements.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to Collateral Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or are permitted by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest in the to have priority to Collateral shall continue until Borrower fully satisfies its ObligationsAgent’s Lien. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code), Borrower in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00), Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may reasonably be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Borrower or Guarantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to this Agreement, or upon the release of any Borrower or any Guarantor from its obligations under this Agreement or the applicable Guaranty, if any, in accordance with the terms of the Loan Documents, the Collateral Agent will, at such Borrower’s or Guarantor’s sole cost and expense, execute and deliver to such Borrower or Guarantor such documents as such Borrower or Guarantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Borrower or Guarantor shall have delivered to the Collateral Agent, at least ten (10) Business Days’ prior to the date of the proposed release, a written request for release describing the item of Collateral, together with a form of release for execution by the Collateral Agent, and such other information as Collateral Agent may reasonably request.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2023-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2023-A Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2023-A Exchange Note Collection Account. The Grant of the 2023-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2023-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2023-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2023-A Exchange Note Collection Account or with respect to the 2023-A Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2023-A Exchange Note as provided in the 2023-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2023-A Exchange Note Supplement for the benefit of the 2023-A Secured Parties. The Indenture Trustee acknowledges such Xxxxx, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2023-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2023-A Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and represents that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). This Agreement may be terminated by Borrower’s delivery to Bank of a written termination notice which shall be effective at the end of the second Business Day after Borrower’s receipt thereof. Borrower’s power to draw credit under Bank Services Agreements may be terminated by Borrower’s delivery of a written termination notice to Bank which shall be effective upon receipt. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are paid in full, and at such time, Bank’s security interest in the Collateral shall terminate and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are paid in full, and (y) this Agreement is terminated, the security interest granted herein shall be a first priority security interest terminate upon Borrower providing cash collateral acceptable to Bank in the Collateralits good faith business judgment for Bank Services, if any. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, shall use reasonable commercial efforts to inform Borrower is not a party to, nor is bound by, any material license or other agreement what constitutes acceptable cash collateral with respect to which all Bank Services Agreements in force and effect when Borrower delivers its written termination notice. In the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in event such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms Services consist of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claimoutstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to 105% of the Dollar Equivalent (or 110% if the Dollar Equivalent is denominated in Foreign Currency) of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its good faith business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's ’s duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's ’s interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's ’s business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "“Collateral" ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's ’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein shall be and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligationssubject only to Permitted Liens. If Borrower shall at any time, time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement).

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Collateral (subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely are permitted to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreementsuperior priority to Bank’s security interest). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's ’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its ObligationsObligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Agreement, the Working Capital Loan Agreement and the Exim Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full MI of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort ton claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Advances has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding anything in this Section 4.1 to the contrary, the grant of a security interest herein shall not extend to and the term Collateral shall not include more than sixty-five percent (65%) of the issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other than the United States or any state or territory thereof or the District of Columbia if to do so would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 (or any successor statute).

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's ’s duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection CertificateDisclosure Schedule, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's ’s interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's ’s business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "“Collateral" ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's ’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants BankLender a continuing subordinated security interest in the collateral described in Section 2 below (all of the personal property described in Section 2 is individually and collectively referred to in this Agreement as the "Collateral"), to secure the payment repayment of the loans Lender has made to Borrower under (a) that certain Loan Agreement between Borrower and performance Lender dated March 1, 1998, as amended by that certain First Amendment to Loan Agreement dated as of June 11, 1999 and (b) that certain Loan Agreement between Borrower and Lender dated March 30, 1999 (including all renewals, extensions, modifications, or refinancings thereof), together with any and all other obligations now or in full of the future owing from Borrower to Lender (including future advances) (hereinafter collectively called the "Obligations") together with all costs, expenses and reasonable attorneys' fees incurred by Lender in the disbursement, administration and collection of the Obligations or the protection, maintenance, and liquidation of the performance of each Collateral. Borrower agrees not to sell the Collateral except in the ordinary course of Borrower's duties under the Loan Documentsbusiness and will not assign, transfer, pledge, grant a continuing security interest in, and pledges and assigns or otherwise dispose of or encumber the Collateral without Lender's prior written consent. The security interests in the Collateral granted to the BankLender under this Agreement shall be subordinate to and subject to any lien or security interest that Lehmxx Xxxthers, Inc. (the "Senior Creditor") may now or hereafter have in the Collateral as a result of any indebtedness (the "Senior Indebtedness") owed to the Senior Creditor. Unless and until the Senior Indebtedness has been satisfied in full, the CollateralLender agrees that it will not in any way enforce its security interest in the Collateral or interfere with the Senior Creditor's security interest in the Collateral without the prior written consent of the Senior Creditor. The Lender agrees from time to time to execute and deliver subordination agreements or such other documents, wherever locatedin form and substance mutually acceptable to Borrower, whether now owned or hereafter acquired or arisingLender and the Senior Creditor, and all proceeds and products thereof. Borrower warrants and represents that as the Senior Creditor may reasonable request to subordinate the security interest granted herein shall be a first priority in this Agreement to the Senior Creditor's security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein shall be and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligationssubject only to Permitted Liens. If Borrower shall at any time, time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% for Letters of Credit denominated in a Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this EXIM Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this EXIM Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this EXIM Agreement). If this EXIM Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this EXIM Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to one hundred percent (100%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower Each Borrower, as legal and beneficial owner, hereby grants and charges to Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties (other than obligations under the Loan DocumentsWarrant), a continuing security interest in, and pledges and assigns to the to, and, by way of fixed charge, charges in favor of, Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants Borrowers jointly and represents severally represent, warrant, and covenant that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If a Borrower shall at any time, acquire a commercial tort claim, Borrower Borrowers shall promptly notify Bank in a writing signed by Borrower Borrowers of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations or obligations under the Warrant) outstanding at the time of such termination are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or obligations under the Warrant) outstanding at the time of such termination and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrowers’ written request and sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrowers.

Grant of Security Interest. Borrower The Debtor hereby grants Bankto the Secured Party for the benefit of the Secured Party and the Lenders, to secure the full, punctual and unconditional payment and performance of the Obligations, a security interest in full of all of the Obligations Debtor's right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, in and pledges and assigns to the Bankfollowing properties, assets and rights of the CollateralDebtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds Proceeds and products thereofthereof (all of the same being hereinafter called the "COLLATERAL"): all personal and fixture property of every kind and nature including without limitation all Goods (including Inventory, Equipment and any Accessions thereto), Instruments (including promissory notes), Documents, Accounts, Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper), Deposit Accounts (other than payroll accounts), Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), Commercial Tort Claims, Securities and all other Investment Property, Supporting Obligations, any other contract rights or rights to the payment of money, all sums payable under any policy of insurance (including without limitation, any return for premiums), tort claims, and all General Intangibles (including all Payment Intangibles). Borrower warrants and represents The Secured Party acknowledges that the attachment of its security interest in any Commercial Tort Claim is subject to the Debtor's compliance with Section 8.22(g). The Debtor agrees that the security interest herein granted herein has attached and shall be a first priority continue until (i) the Obligations have been paid, performed and undefeasibly discharged in full and (ii) the Lenders are no longer committed to extend any credit to the Debtor under the Credit Agreement or any other Loan Document. The security interest in is granted as security only and shall not subject the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Secured Party or the Perfection Certificate, Borrower is not a party Lenders to, nor is bound bytransfer to the Secured Party or the Lenders, or in any way affect or modify, any material license obligation or other agreement liability of the Debtor with respect to which any of the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement Collateral or any other propertytransaction in connection therewith. Borrower Except during the existence of an Event of Default, the Debtor shall not enter into, or become bound by, retain the right to vote any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain of the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Investment Property constituting Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon manner not inconsistent with the terms of this Agreement and the Credit Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to Collateral Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or are permitted by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest in the to have priority to Collateral shall continue until Borrower fully satisfies its ObligationsAgent’s Lien. If Borrower shall at any time, acquire a commercial tort claimclaims (as defined in the Code) having a value in excess of One Hundred Thousand Dollars ($100,000.00) individually or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate, Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Collateral Agent’s Lien in this Agreement). If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Collateral Agent shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. All Obligations shall also be secured by the UK Charge Over Account and any and all other security agreements, mortgages or other collateral granted to Bank by Appian UK as security for the Obligations, now or in the future. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be a deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Collateral granted herein and in the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect UK Charge Over Account (subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely are permitted pursuant to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into this Agreement to have superior priority to Bank’s Lien in the future this Agreement). If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement), except for Bank Services, are satisfied in full, and (y) this Agreement and the UK Charge Over Account are terminated, Bank shall terminate the security interest granted herein and in the UK Charge Over Account upon Borrower fully satisfies providing cash collateral acceptable to Bank in its Obligationsgood faith business judgment for Bank Services, if any. If Borrower shall at any time, acquire a commercial tort claimIn the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its good faith business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's ’s duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein (subject to the security interest granted in the Exim Agreement) shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Exim Agreement) is subject to and subordinate to the security interest granted to Bank in the Exim Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2016-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2016-B Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2016-B Exchange Note Collection Account. The Grant of the 2016-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2016-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2016-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2016-B Exchange Note Collection Account or with respect to the 2016-B Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2016-B Exchange Note as provided in the 2016-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2016-B Exchange Note Supplement for the benefit of the 2016-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2016-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2016-B Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that are permitted by the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claimclaim in excess of $250,000, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, execute and deliver such documents as reasonably requested by Borrower to evidence the termination and release of its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred five percent (105.0%) of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest interests in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest interests granted herein are and shall at all times continue to be a first priority perfected security interest interests in the Collateral. Collateral (subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by operation of law or by written subordination agreement duly executed and delivered by Bank in favor of the terms holders of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its ObligationsPermitted Liens). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant thereof. Such notification to Bank shall constitute an additional grant, hereunder, of a continuing security interest in the commercial tort claim and all proceeds thereof to Bank, and Borrower shall execute and deliver all such writing documents and take all such actions as Bank in its good faith business judgment may request in connection therewith. Notwithstanding anything to the contrary in this Agreement, the term “Collateral” shall not include (i) the Financed Equipment Collateral, unless and until the Existing Equipment Loans Obligations under the 2005 Loan Agreement are paid in full (and concurrently with such payment in full of the Existing Equipment Loans Obligations, the Financed Equipment Collateral shall automatically and thereafter constitute Collateral); (ii) any of the Borrower’s “Excluded IP” (as defined in Exhibit A hereto) (but “Collateral” does include “Included Proceeds of Excluded IP” (as defined in Exhibit A hereto); (iii) the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code of 1986, as amended), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote, and (iv) Equipment subject to a lien described in clause (c) of the definition of Permitted Liens in which the granting of a security interest therein and in such Equipment is prohibited by or would constitute a default under any agreement or document governing such Equipment (but only to the extent such prohibition is enforceable under applicable law), provided that upon the termination or lapsing of any such prohibition, such Equipment shall automatically be part of the Collateral. If this Agreement is terminated, Bank’s Lien in the proceeds thereofCollateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all upon the terms of this Agreement, with such writing rights therein shall revert to be in form and substance satisfactory to BankBorrower.

Grant of Security Interest. Borrower hereby grants Bankto Agent, for the ratable benefit of Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges to Agent, for the ratable benefit of Lenders, and assigns to the Bankeach Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Agent and/or Lenders’ Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the brief general details thereof and grant to Bank Agent, for the ratable benefit of Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankAgent. If this Agreement is terminated, Agent’s and Lenders’ Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Agent’s and Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations Obligations, New Borrower hereby grants to Agent, for the ratable benefit of the Lenders a continuing lien upon and security interest in all of New Borrower’s now existing or hereafter arising rights and interests in such assets of New Borrower as are consistent with the performance description of each the Collateral set forth on Exhibit A of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns Agreement (as if such Collateral were deemed to pertain to the Bank, the Collateral, wherever locatedassets of New Borrower), whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s personal property (consistent with the description of Collateral as set forth on Exhibit A of the Loan Agreement), and all New Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower warrants further covenants and represents agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Agent and the security interest granted herein shall be Lenders that are reasonably deemed necessary by Agent and the Lenders in order to grant a valid, perfected first priority security interest to Agent, for the ratable benefit of the Lenders, in the CollateralCollateral (subject only to Permitted Liens that are permitted pursuant to the terms of the Loan Agreement to have superior priority to Agent’s Lien in the Loan Agreement). Bank may place New Borrower hereby authorizes Agent to file financing statements, without notice to Borrower, with all appropriate jurisdictions in order to perfect or protect Agent’s interest or rights hereunder, including a "hold" on notice that any deposit account pledged as Collateral. Except as noted on disposition of the Perfection CertificateCollateral in contravention of the Loan Agreement, by either Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other propertyPerson shall be deemed to violate the rights of Agent under the Code. Borrower shall not enter intoSuch financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or become bound by, any such material license as being of an equal or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent oflesser scope, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereofwith greater detail, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankAgent’s discretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest interests granted herein are and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest interests in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. This Agreement may be terminated prior to the Revolving Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c). If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to 2.0% of the Maximum Revolving Line if termination occurs on or before the first anniversary of the September 2010 Amendment Effective Date, and 1.0% of the Maximum Revolving Line if termination occurs after the first anniversary of the September 2010 Amendment Effective Date; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank.

Grant of Security Interest. Borrower hereby grants BankLender, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Lender’s Lien pursuant to the terms of this Agreement). If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code), Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the brief general details thereof (and further details as may be required by Lender) and grant to Bank Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankLender. If this Agreement is terminated, Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Lender’s obligation to make Credit Extensions has terminated, Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2019-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2019-B Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2019-B Exchange Note Collection Account. The Grant of the 2019-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2019-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2019-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2019-B Exchange Note Collection Account or with respect to the 2019-B Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2019-B Exchange Note as provided in the 2019-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2019-B Exchange Note Supplement for the benefit of the 2019-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2019-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2019-B Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Borrower Other than Equipment purchased by Lessee pursuant to Section 20 and subject to Section 7.1, title to the Equipment shall remain in Lessor as security for the obligations of the Guarantors under the Guarantee and the obligations of Lessee hereunder and under each of the other Operative Agreements to which it is a party, until such time as Lessee and the Guarantors have fulfilled all of their obligations hereunder and under such other Operative Agreements. Lessee hereby assigns, grants Bankand pledges to Lessor for the benefit of Lessor a security interest in all of Lessee's right, title and interest, whether now or hereafter existing or acquired, in the Equipment (other than Equipment purchased by Lessee pursuant to Section 20 or replaced by Replacement Equipment pursuant to Section 30), including, without limitation, all subleases and proceeds thereof, to secure the payment and performance in full of all obligations of Lessee now or hereafter existing under this Lease or any other Operative Agreement and of the Obligations and the performance of each of Borrower's duties Guarantors under the Loan DocumentsGuarantee (the "Lease Secured Obligations"). Lessee shall, a continuing security interest inat its expense, do any further act and pledges execute, acknowledge, deliver, file, register and assigns record any further documents which Lessor may reasonably request in order to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, protect Lessor's title to and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority perfected security interest in the CollateralEquipment, subject to no Liens other than Permitted Exceptions, and Lessor's rights and benefits under this Lease. Bank Subject to the provisions of Section [10.3(b)] of the Lease, Lessee shall promptly and duly execute and deliver to Lessor such documents and assurances and take such further action as Lessor may place a "hold" on any deposit account pledged as Collateral. Except as noted on from time to time reasonably request in order to carry out more effectively the Perfection Certificateintent and purpose of this Lease and the other Operative Agreements, Borrower is not a party toto establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder and thereunder, nor is bound byand to establish, any material license perfect and maintain the right, title and interest of Lessor, in and to the Equipment, subject to no Lien other than Permitted Exceptions and Lessor Liens, or of such financing statements or fixture filings or other agreement documents with respect hereto as Lessor may from time to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in time reasonably request, and Lessee agrees to execute and deliver promptly such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof foregoing financing statements and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfixture filings or other documents as may require execution by Lessee.

Grant of Security Interest. Borrower Without prejudice to the Liens granted by each Australian Obligor under each Australian Security Document to which it is party, on the Closing Date, the Issuer and each Guarantor hereby grants Bankgranted to Collateral Agent, for the ratable benefit of the Secured Parties, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsGuaranteed Obligations, as applicable, a continuing first priority security interest in, and pledges and assigns pledged to Collateral Agent, for the Bankratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products and supporting obligations (as defined in the Code) in respect thereof. Borrower warrants In respect of the Australian Obligors only, to the extent there is any inconsistency between this Section 4.1 and represents that any provision of any Australian Security Document, the security interest granted herein relevant provision of such Australian Security Document shall be prevail. If Issuer or any Guarantor shall acquire any commercial tort claim (as defined in the Code), upon the Closing Date, Issuer or such Guarantor shall grant to Collateral Agent, for the ratable benefit of the Secured Parties, a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent and the Required Purchasers. If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid or converted in full. Upon payment or conversion in full of the Obligations (other than inchoate indemnity obligations) and at such time as the Purchasers’ obligation to purchase the Notes has terminated, Collateral Agent shall (acting at the direction of the Required Purchasers), at the sole cost and expense of Issuer, release its Liens in the Collateral and all rights therein shall revert to Issuer and the Guarantors.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be (subject to the security interest granted in the Domestic Agreement) a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Collateral (subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely are permitted to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreementsuperior priority to Bank’s security interest). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Exim Agreement is terminated, Bank's ’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its ObligationsObligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Exim Agreement, the Term Loan Agreement and the Domestic Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Exim Agreement, with such writing to be in form and substance satisfactory to Bank. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Exim Agreement in all of the Collateral (with the exception of Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles), is subject to and subordinate to the security interest granted to Bank in the Domestic Agreement with respect to the Collateral and the security interest created in the Domestic Agreement with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles is subject to and subordinate to the security interest granted to Bank in this Exim Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2020-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2020-B Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2020-B Exchange Note Collection Account. The Grant of the 2020-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2020-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2020-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2020-B Exchange Note Collection Account or with respect to the 2020-B Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2020-B Exchange Note as provided in the 2020-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2020-B Exchange Note Supplement for the benefit of the 2020-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2020-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2020-B Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Borrower hereby grants Bank, As an inducement for the Secured Party to purchase the Debentures and to secure the payment complete and timely payment, performance and discharge in full full, as the case may be, of all of the Obligations Obligations, the Company hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the performance of each of Borrower's duties under the Loan DocumentsSecured Party, a continuing security interest interest, to the extent not already encumbered, in, a continuing lien upon, a right to possession and pledges disposition of and assigns a right of set-off against, in each case to the Bankfullest extent permitted by law, all of the CollateralCompany's right, wherever locatedtitle and interest of whatsoever kind and nature (including, whether now owned or hereafter acquired or arisingwithout limitation, all of Peak Entertainment Ltd.'s rights) in and all proceeds and products thereofto the Collateral (the "Security Interest"). Borrower warrants and represents that The Security Interest rights herein shall be on an equal level to the security interest rights granted to other third party purchasers in the Company's sale of debentures, on terms and conditions similar to the terms herein, occurring on or about the same time as this Agreement. Notwithstanding anything to the contrary herein, the parties understand and agree that the Security Interest rights herein shall be a first priority secondary to any security interest rights previously granted by the Company in or about January 2005, and that the Collateralprovisions of this Agreement shall be interpreted accordingly. Bank may place The Company shall be entitled to grant security interest rights senior to the rights of the Secured Parties to a "hold" on any deposit account pledged as Collateralfinancial institution, subject to the approval of the Secured Parties, which shall not be unreasonably withheld. The Company shall be entitled to grant security interest rights similar to the rights granted to the Secured Parties to non-financial institution lender(s) hereafter providing at least $1,500,000 or more in working capital, subject to the approval of the Secured Parties, which shall not be unreasonably withheld. Secured Parties acknowledge that the Company will need additional capital for its business. Except as noted on provided for herein, the Perfection Certificate, Borrower is Company will not a party to, nor is bound by, grant to any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting person a security interest in Borrower's interest in such license or agreement or any other property. Borrower its assets for so long as a majority of the Debentures sold to the Secured Parties remaining outstanding, except with the consent of two-thirds of the outstanding face amount of the Debentures held by the Secured Parties, which shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankunreasonably withheld.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein shall be and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Collateral subject only to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its ObligationsPermitted Liens. If Borrower shall at any time, time acquire a commercial tort claimclaim in an aggregate amount in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to one hundred five percent (105%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to EX-IM Eligible Foreign Accounts (as such term is defined in the EXIM Loan Agreement) is subject to and subordinate to the security interest granted to Bank in the EXIM Loan Agreement with respect to such EX-IM Eligible Foreign Accounts. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement).

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges and assigns to the Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached hereto and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time, acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the Collateral. New Borrower hereby authorizes Bank to file financing statements, without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either any Borrower or any other Person, may be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges and assigns to the Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached to the Loan Agreement and all of New Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time, acquire a commercial tort claim, New Borrower shall promptly notify Bank in a writing signed by New Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the Collateral. New Borrower hereby authorizes Bank to file financing statements, without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either any Borrower or any other Person, may be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by a first priority perfected security interest in the CollateralCollateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower fully satisfies providing cash collateral acceptable to Bank in its Obligationsgood faith business judgment for Bank Services, if any. If Borrower shall at any time, acquire a commercial tort claimIn the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents Subject to the terms contained herein, Bank agrees that the security interest Liens granted herein to it hereunder in Third Party Equipment shall be subordinate to the Liens in Third Party Equipment of future lenders and lessors engaged in the business of providing equipment financing and leasing for Third Party Equipment; provided that such Liens are (i) permitted under clause (c) of the definition of Permitted Liens, and (ii) properly perfected as a valid “purchase money security interest” under applicable law. So long as no Event of Default has occurred and is continuing, Bank agrees to execute and deliver, at Borrower’s expense, such agreements and documents as may be reasonably requested in writing by Borrower and such equipment lender or equipment lessor from time to time which set forth the lien subordination described in this Section 4.1 and are reasonably acceptable to Bank. Bank shall have no obligation to execute any agreement or document which would impose obligations, restrictions, or lien priority on Bank which are less favorable to Bank than those described in this Section 4.1. For purposes of clarity, such subordinations shall be of the priority of Bank’s Liens with respect to and not in right in payment in connection with such Third Party Equipment and shall not otherwise limit Bank’s rights or remedies with respect to such Third Party Equipment. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Collateral granted herein (subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely are permitted pursuant to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into this Agreement to have superior priority to Bank’s Lien in the future this Agreement). If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower fully satisfies providing cash collateral acceptable to Bank in its Obligationsgood faith business judgment for Bank Services, if any. If Borrower shall at any time, acquire a commercial tort claimIn the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its good faith business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2021-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2021-B Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2021-B Exchange Note Collection Account. The Grant of the 2021-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2021-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2021-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2021-B Exchange Note Collection Account or with respect to the 2021-B Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2021-B Exchange Note as provided in the 2021-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2021-B Exchange Note Supplement for the benefit of the 2021-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2021-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2021-B Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein shall be and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligationssubject only to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder. If Borrower shall at any time, time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it may have previously entered, and/or may in the future enter, into Bank Services with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority security interest granted herein. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to one hundred five percent (105.0%) for Letters of Credit denominated in Dollars and one hundred ten percent (110.0%) for Letters of Credit denominated in a currency other than Dollars, in each case of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankAgent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank , subject only to Permitted Liens that may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited priority by law operation of applicable Law or by the terms of any such license a written intercreditor or agreement, whether now existing or subordination agreement entered into by Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with SVB. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes SVB thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and SVB to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Agent’s Lien in this Agreement). If the this Agreement is terminated, Bank's lien and security interest Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement are terminated, Agent shall terminate the security interest granted herein upon Borrower fully satisfies providing to SVB cash collateral acceptable to SVB in its Obligationsgood faith business judgment for Bank Services, if any. If Borrower shall at any time, acquire a commercial tort claimIn the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify Bank provide to SVB cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred two percent (102.0%); and (y) if such Letters of Credit are denominated in a writing signed by Borrower Foreign Currency, then at least one hundred five percent (105.0%), of the brief details thereof and grant to Bank Dollar Equivalent of the face amount of all such Letters of Credit plus, in such writing a security interest therein and in the proceeds thereofeach case, all upon interest, fees, and costs due or to become due in connection therewith (as estimated by SVB in its business judgment), to secure all of the terms Obligations relating to such Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be a deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the CollateralCollateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at any such time, acquire a commercial tort claimBank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant providing cash collateral acceptable to Bank in such writing a security interest therein and in the proceeds thereofits good faith business judgment for Bank Services, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankif any.

Grant of Security Interest. Borrower hereby grants Bank, to secure As security for the payment and performance of the Obligations, each Borrower hereby pledges, assigns and grants to Parent a continuing first priority security interest in full of all of the Obligations such Borrower’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, in and pledges and assigns to the Bank, the Collateral, Collateral wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place Each Borrower represents and warrants that subject to the filing or recordings referred to herein, such security interest constitutes a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to perfected security interest in all Collateral (i) in which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest may be perfected by filing, recording or registering a financing statement or analogous document in Borrower's interest in such license or agreement the United States (or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (ii) in which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise may be restricted or prohibited by law or by perfected upon the terms receipt and recording of any such license or agreementthe relevant IP Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, whether now existing or entered into as applicable. Within 5 Business Days of the date of this Agreement, the Company shall deliver to Parent originals of all stock certificates representing its equity interests in the future If Subsidiary (the Agreement “Pledged Stock”) with accompanying stock powers endorsed in blank and upon such delivery the Company represents and warrants that pledge effected hereby is terminated, Bank's lien and security interest effective to vest in Parent the rights of Parent in the Collateral shall continue until Borrower fully satisfies its ObligationsPledged Stock as set forth herein. If any Borrower shall at any time, acquire a commercial tort claim, such Borrower shall promptly notify Bank Parent in a writing signed by such Borrower of the brief general details thereof and if requested by Parent, shall grant to Bank Parent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankParent.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that that, except as set forth in the Schedule, the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted disclosed on the Perfection CertificateSchedule, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without written notice from Borrower to Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. Borrower agrees that any disposition of the Collateral in violation of this Agreement, by either the Borrower or any other Person, shall be deemed to violate the rights of the Bank under the Code. If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. If the Amended and Restated Intellectual Property Security Agreement of even date between Borrower and Bank is ever terminated in accordance with its terms, each of the Borrower and Bank hereby acknowledge and agree that the Intellectual Property Collateral hereunder shall be released except that Bank's Collateral shall continue to include all of Borrower's accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the Intellectual Property.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of such Borrower's ’s duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection CertificateCertificate with respect to such Borrower, no Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the such Borrower is the licensee that prohibits or otherwise restricts such Borrower from granting a security interest in such Borrower's ’s interest in such license or agreement or any other property. Without prior consent from Bank, no Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on such Borrower's ’s business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower Borrowers shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "“Collateral" ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's ’s lien and security interest in the Collateral shall continue until Borrower Borrowers fully satisfies its satisfy their Obligations. If either Borrower shall at any time, acquire a commercial tort claim, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Upon the termination of this Agreement and the payment in full of all monetary Obligations, Bank shall, promptly send the Borrowers, (i) for each jurisdiction in which a UCC financing statement is on file to perfect the security interests granted to Bank hereunder, a termination statement to the effect that Bank no longer claims a security interest in such financing statement, and (ii) such other documents necessary or appropriate to terminate the security interests granted to Bank hereunder as may be reasonably requested by the Borrowers, all at Borrower’s sole cost and expense.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, and assigns to the Bankeach Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or are permitted by the terms of any such license this Agreement to have priority to Collateral Agent’s or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligationseach Lender’s Lien. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Collateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each Lender shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral reasonably acceptable to Bank consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2020-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2020-A Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2020-A Exchange Note Collection Account. The Grant of the 2020-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2020-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2020-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2020-A Exchange Note Collection Account or with respect to the 2020-A Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2020-A Exchange Note as provided in the 2020-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2020-A Exchange Note Supplement for the benefit of the 2020-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2020-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2020-A Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall at any time, acquire a commercial tort claimclaim or claims involving claims in an amount, individually or in the aggregate, of at least $100,000, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. This Agreement may be terminated prior to the Revolving Maturity Date by Borrowers, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c). Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrowers fully satisfy their Obligations. If such termination is at Borrowers’ election, Borrowers shall jointly and severally pay to Bank, in addition to the payment of any other expenses or fees then owing under any Loan Document, a termination fee in an amount equal to one percent (1.0%) of the Revolving Line plus the outstanding principal amount of the Term Loan at such time provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to the pledgors thereof.

Grant of Security Interest. Borrower hereby grants Bank, to secure As security for the prompt and complete payment and performance in full of the Loans, the Company hereby grants to BSC a first priority security interest in all properties, assets and rights of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the CollateralCompany, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereofthereof (all of the same being hereinafter called the “Collateral”), including without limitation: all personal and fixture property of every kind and nature, including, without limitation, all goods (including inventory, equipment and any accessions thereto), intellectual property (including all patents, patent applications, trade secrets, trademarks, copyrights and all other intellectual property), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles and goodwill of any kind or nature). Borrower The Company represents, warrants and represents that agrees that, except for the security interest granted herein shall be a first priority security interest in hereunder, the Company owns, and will continue to own, the Collateral free and clear of all Liens, and will not, while any Loan remains outstanding, create any Lien of any kind whatsoever on the Collateral. Bank The Company agrees that it will assist BSC, at BSC’s request, in making such filings or taking such other actions (including, without limitation, the execution of such documents) as may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license be necessary or other agreement with respect advisable for BSC to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a perfect its security interest hereunder (including, without limitation, executing such UCC financing statements as BSC requests and executing the Patent Security Agreement). If the Company shall be in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by default of the terms of the Notes, BSC shall have the rights and remedies of a secured party under the Uniform Commercial Code and any such license other applicable laws now or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereofhereafter existing, all upon the terms of this Agreementsuch rights and remedies being cumulative, with not exclusive, and enforceable alternatively, successively or concurrently, at such writing to be in form and substance satisfactory to Banktime or times as BSC deems expedient.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documentsrelating to Section 2.1.1, a continuing security interest in, and pledges and assigns to the Bank, the 2007 Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants hereby grants Bank, to secure the payment and represents performance in full of all of the Obligations (other than the Obligations relating to Section 2.1.1), a continuing security interest in, and pledges to Bank, the 2009 Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the CollateralCollateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank may place in a "hold" on any writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.” 8 The Loan Agreement shall be amended by inserting the following text at the end of Section 5.2 thereof: “Borrower has no deposit account pledged accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as Collateralare necessary to give Bank a perfected security interest therein. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's ’s interest in such license or agreement or any other property, or (b) for which a default under or termination of which could interfere with Bank’s right to sell any Collateral. Borrower shall not enter into, provide written notice to Bank within ten (10) days of entering or become becoming bound by, by any such material license or agreement which (other than over-the-counter software that is reasonably likely commercially available to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreementthe public). Borrower shall take such commercially reasonable steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights agreements to be deemed "“Collateral" ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If future, and (y) Bank to have the Agreement is terminated, Bank's lien and security interest ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any timebe amended by deleting the following, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds appearing as Section 6.2 thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.its entirety:

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2017-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2017-A Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2017-A Exchange Note Collection Account. The Grant of the 2017-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2017-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2017-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2017-A Exchange Note Collection Account or with respect to the 2017-A Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2017-A Exchange Note as provided in the 2017-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2017-A Exchange Note Supplement for the benefit of the 2017-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2017-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2017-A Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to Collateral Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on , subject in priority only to the Perfection CertificateLiens described in clauses (c), Borrower is not a party to(h), nor is bound by, any material license or other agreement with respect to which (j) and (k) of the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms definition of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its ObligationsPermitted Liens. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code) with a potential value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may be reasonably required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105.00%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110.00%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. This Agreement may be terminated prior to the Revolving Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(b). Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one-half of one-percent (.50%) of the Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, and pledges to Bank a continuing security interest in the Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the payment Loan Documents. Except for Permitted Liens or as disclosed in the Schedule, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and performance will constitute a valid, first priority security interest in full later-acquired Collateral. Borrower also hereby agrees not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property. Notwithstanding any termination of this Agreement or of any filings undertaken related to Bank’s rights under the Code, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding. SteadyMed Israel shall grant and pledge to Bank a fixed charge over all issued and outstanding shares of the Borrower which are owned and held by SteadyMed Israel as set forth in the Debenture of Fixed Charge between SteadyMed Israel and the Bank (the “Fixed Charged Assets”) and a floating charge over all of the present and future assets of SteadyMed Israel as they may be from time to time, excluding any intellectual property assets of SteadyMed Israel (the “Floating Charged Assets” and together with the Fixed Charge Assets, the “Charged Assets”) to secure prompt repayment of any and all Obligations by the Borrower and the to secure prompt performance by Borrower of each of Borrower's its covenants and duties under the Loan Documents, and to secure prompt repayment of any and all amounts which may be due by SteadyMed Israel under that certain Unconditional Guaranty between SteadyMed Israel and the Bank. SteadyMed Israel also agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest encumber any of its assets other than as set forth in the CollateralDebenture of Fixed Charge. Bank may place a "hold" on Notwithstanding any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms termination of this Agreement, with such writing to be Bank’s fixed charge and floating charge under the Debenture of Fixed Charge and Floating Charge shall remain in form and substance satisfactory to Bankeffect for so long as any Obligations are outstanding.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the EXIM Loan Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as defined in the EXIM Loan Agreement) is subject to and subordinate to the security interest granted to Bank in the EXIM Loan Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license (other than over the counter software that is commercially available to the public) or other material agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, provide written notice to Bank within ten (10) days of entering or become becoming bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank reasonably requests to obtain the consent of, authorization by or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be (subject to the security interest granted in the Exim Agreement) a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Collateral (subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely are permitted to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreementsuperior priority to Bank’s security interest). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's ’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its ObligationsObligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Agreement, the Term Loan Agreement and the Exim Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Exim Agreement) is subject to and subordinate to the security interest granted to Bank in the Exim Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2019-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2019-A Secured Parties, all of the Obligations Initial Secured Party’s right, title and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, to and pledges and assigns to the Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2019-A Exchange Note Collection Account. The Grant of the 2019-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2019-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2019-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2019-A Exchange Note Collection Account or with respect to the 2019-A Exchange Note Collection Account. The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2019-A Exchange Note as provided in the 2019-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2019-A Exchange Note Supplement for the benefit of the 2019-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2019-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all proceeds jurisdictions and products thereof. Borrower warrants with all filing offices as are necessary or advisable to perfect, and represents that continue the perfection of, the security interest granted herein shall be a first priority Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2019-A Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest in Granted to the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on Indenture Trustee under this Agreement; provided, that the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Indenture Trustee will have no obligation to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, make any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankdetermination.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest interests in, and pledges and assigns to the Bank, all right, title, and interest of such Borrower in and to the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest interests granted herein are and shall at all times continue to be a first priority perfected security interest interests in the Collateral. Collateral (subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by operation of law or by written subordination agreement duly executed and delivered by Bank in favor of the terms holders of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its ObligationsPermitted Liens). If Borrower shall at any time, acquire a one or more commercial tort claimclaims involving amounts in excess of $250,000 (individually or in the aggregate with respect to all such acquired commercial tort claims), Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof (unless and grant except to the extent such information would waive the attorney-client privilege). Such notification to Bank in such writing shall constitute an additional grant, hereunder, of a continuing security interest therein and in the commercial tort claims and all proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory thereof to Bank, and Borrower shall execute and deliver all such documents and take all such actions as Bank may reasonably request in connection therewith. If both this Agreement and the Exim Loan Agreement are terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions under this Agreement and the Exim Loan Agreement has terminated, Bank shall, at Borrower’s sole cost and expense, promptly release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges and assigns to the Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A to the Loan Agreement and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time, acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the Collateral. New Borrower hereby authorizes Bank to file financing statements, without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either any Borrower or any other Person, may be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and upon request of Bank grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations in cash. Upon payment in full in cash of the Obligations (except for contingent indemnification obligations for which no claim has been made) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges and assigns to the Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached hereto and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under the Existing Loan Agreement). If New Borrower shall at any time, acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the Collateral. New Borrower hereby authorizes Bank to file financing statements, without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either any Borrower or any other Person, may be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Subject to Section 6.6(a), Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, claim that could reasonably be expected to result in a recovery of damages in excess of $500,000 for one individual claim or $1,000,000 in the aggregate for all such claims. Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations or cash collateralized letters of credit) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank’s Lien in the Collateral shall terminate automatically and all rights therein shall revert to Borrower. Upon such termination Bank shall, at Borrower’s sole cost and expense, execute and deliver such documents as Borrower may reasonably request to evidence the release of Bank’s Lien in the Collateral.

Grant of Security Interest. Borrower hereby grants BankLender, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority under this Agreement). If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code), Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the brief general details thereof (and further details as may be required by Lender) and grant to Bank Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankLender. If this Agreement is terminated, Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lender’s obligation to make Credit Extensions has terminated, the Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations and Obligations, New Borrower hereby grants to Agent, for the performance ratable benefit of each of Borrower's duties under the Loan DocumentsLenders, a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges and assigns to the Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached hereto and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that are permitted pursuant to the terms of the Loan Agreement to have superior priority to Agent’s Lien under the Loan Agreement). If New Borrower shall at any time, acquire a commercial tort claim, New Borrower shall promptly notify Bank Agent in a writing signed by New Borrower of the brief general details thereof and grant to Bank Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to BankAgent. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Agent that are reasonably deemed necessary by Agent in order to grant and continue a valid, first perfected security interest to Agent, for the ratable benefit of the Lenders, in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of the Loan Agreement to have superior priority to Agent’s Lien under the Loan Agreement). New Borrower hereby authorizes Agent, on behalf of the Lenders, to file financing statements, without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Agent’s and Lenders’ interest or rights under the Loan Agreement. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Agent’s discretion.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, and assigns to the Bankeach Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or are permitted by the terms of any such license this Agreement to have priority to Collateral Agent’s or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligationseach Lender’s Lien. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. If this Agreement is terminated, Collateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each applicable Lender shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall at any time, acquire a commercial tort claim, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations and obligations with respect to outstanding Letters of Credit for which cash collateral has been provided pursuant to Section 2.1.2) are repaid in full in cash. Upon payment in full in cash of such Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrowers’ sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrowers. Any assets that are sold or disposed of in a transaction permitted by Section 7.1 shall be released from the Lien granted hereunder and shall no longer be part of the Collateral upon the consummation of such transaction. Any Permitted Distributions (whether in the form of cash, instruments or otherwise) properly made pursuant to Section 7.7 shall be released from the Lien granted hereunder and shall no longer be part of the Collateral upon the making of such Permitted Distribution.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be a deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the CollateralCollateral granted herein (provided that the Collateral may also be subject to Permitted Liens). Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower fully satisfies providing cash collateral acceptable to Bank in its Obligationsgood faith business judgment for Bank Services, if any. If Borrower shall at any time, acquire a commercial tort claimIn the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to Collateral Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(provided that the Collateral may be subject to Permitted Liens). If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code) that exceeds Five Hundred Thousand Dollars ($500,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general DMS 22658613.97 details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time as the Lenders’ obligation to make Credit Extensions under this Agreement has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be a deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the CollateralCollateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall the Obligations (other than inchoate indemnity obligations) are satisfied in full in cash, and at any such time, acquire a commercial tort claimand upon the termination of Bank’s obligation to make Credit Extensions, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its good faith business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Upon an Event of Default, Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to EX-IM Eligible Foreign Accounts (as such term is defined in the EXIM Loan Agreement) is subject to and subordinate to the security interest granted to Bank in the EXIM Loan Agreement with respect to such EX-IM Eligible Foreign Accounts. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. Borrower agrees that any disposition of the Collateral in violation of this Agreement, by either the Borrower or any other Person, shall be deemed to violate the rights of the Bank under the Code. If the this Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.in

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein shall be and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligationssubject only to Permitted Liens. If Borrower shall at any time, time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the later of the date the Obligations (other than inchoate indemnity obligations) are repaid in full in cash or the termination of all Bank Services Agreements. Upon payment in full in cash of the Obligations and termination of all Bank Services Agreements and at such time as this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. This Agreement may be terminated prior to the Revolving Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(b). Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election after the Alternate Structure is put into effect for the first time or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to $50,000 provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's ’s duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Subject to Section 5.2, Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license (other than over the counter software that is commercially available to the public) or other material agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's ’s interest in such license or agreement or any other property. Borrower shall not enter into, provide written notice to Bank within ten (10) days of entering or become becoming bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's ’s business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank reasonably requests to obtain the consent of, authorization by or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "“Collateral" ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligationsfuture. If Borrower shall shall, at any time, acquire become aware that it has acquired a material commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower which provides a brief summary of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be a deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect Collateral granted herein (subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely are permitted pursuant to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreementthis Agreement to have superior priority to Bank’s Lien in this Agreement and except that the first priority aspect may be subject to the security interest of the Term Loan Lenders in certain property, whether now existing or entered into in but only to the future extent contemplated by the Intercreditor Agreement). If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive the termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive the termination of this Agreement), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower fully satisfies providing cash collateral acceptable to Bank in its Obligationsgood faith business judgment for Bank Services, if any. If Borrower shall at any time, acquire a commercial tort claimIn the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its good faith business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to BankCredit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents acknowledges that it previously has entered, and/or may in the security interest granted herein future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be a deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the CollateralCollateral granted herein (subject only to Permitted Liens that have superior priority to Bank’s Lien under this Agreement). Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. Bank shall cooperate in good faith and shall take all actions reasonably requested by Borrower fully satisfies to memorialize the release of its ObligationsLiens in the Collateral, including, but not limited to, the filing of UCC-3 financing statements. If In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower shall at any timeproviding cash collateral acceptable to Bank in its good faith business judgment for Bank Services, acquire a commercial tort claimif any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall promptly notify provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in a writing signed by Borrower its business judgment), to secure all of the brief details thereof and grant Obligations relating to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms Letters of this Agreement, with such writing to be in form and substance satisfactory to Bank.Credit. 4.2

Grant of Security Interest. Borrower hereby grants Bank, As an inducement for the Payee to make a loan evidenced by this Note and to secure the payment complete and timely payment, performance and discharge in full full, as the case may be, of all of the Obligations obligations hereunder, Sibling Theatricals, Inc., Sibling Entertainment Group, Inc., Sibling Pictures, Inc., Sibling Properties, Inc., and Sibling Music Corp., hereby unconditionally and irrevocably, pledge, grant and hypothecate to the performance of each of Borrower's duties under the Loan DocumentsInvestor, a continuing security interest in, a continuing first lien upon, an unqualified right to possession and pledges disposition of and assigns a right of set-off against, in each case to the Bankfullest extent permitted by law, all of the Company's right, title and interest of whatsoever kind and nature in and to the collateral ("Collateral") set forth on Schedule A attached hereto and made a part hereof. The Maker and all other signatories shall cause the appropriate UCC Financing Statements filed on the Collateral in the appropriate jurisdictions within seven (7) days of the date hereof. Notwithstanding the above, Sibling Entertainment Group, Inc. hereby agrees that upon an Event of Default hereunder, Payee may request the issuance of up to 8,000,000 shares of common stock of Sibling Entertainment Group, Inc. to satisfy all outstanding obligations hereunder in addition to any and all other Collateral pledged hereunder. Such shares shall have piggyback registration rights. Upon Payee commencing to sell such shares, the Collateral, wherever located, whether now owned or hereafter acquired or arising, following shall occur: (i) if Payee sells all such shares and all proceeds outstanding obligations hereunder are not satisfied, then Payee may request the issuance of additional shares in accordance with the terms set forth herein; (ii) if Payee sells such shares and products thereof. Borrower warrants and represents reaches the point that the security interest granted herein all outstanding obligations hereunder are satisfied, Payee must return any unsold shares to Sibling Entertainment Group, Inc. Payee shall not be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted required to foreclose on the Perfection CertificateCollateral prior to exercising its right to shares of Sibling Entertainment Group, Borrower is Inc. and may pursue whatever remedies it deems appropriate, including, but not a party limited to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract its rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankother Collateral pledged hereunder.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents ; provided, that (a) with respect to the Springing Collateral, such security interest granted herein shall not be effective unless or until a first priority Springing Lien Event has occurred, (b) unless otherwise agreed to in writing by Bank, such security interest shall not constitute a cure or waiver of the Events of Default giving rise thereto, and (c) any cure or waiver of the Events of Default shall not be deemed a release of Bank’s security interest in the Springing Collateral unless Bank otherwise consents thereto in writing. Immediately upon the occurrence of a Springing Lien Event, (a) Borrower shall be deemed without any further action to grant to Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledge to the Bank of the Springing Collateral. , (b) all cash maintained with Bank pursuant to the requirements of Section 6.6 of this Agreement shall be transferred by Bank (with written notice to Borrower promptly after such transfer) into one or more restricted or blocked accounts maintained with Bank, which accounts are hereby pledged to Bank and from which Bank shall have the right to withdraw funds pursuant to Section 2.4(c) of this Agreement, it being understood and agreed that prior to the occurrence and continuance of an Event of Default, Borrower shall have the right to withdraw any funds in such accounts which are in excess of the amounts then required to be maintained in such accounts under Section 6.6 of this Agreement, and (c) at Bank’s discretion, Bank may place a "hold" on take any deposit account pledged as Collateral. Except as noted steps deemed necessary by Bank in its reasonable determination to perfect and protect its lien on the Perfection CertificateSpringing Collateral, Borrower is not a party toincluding without limitation, nor is bound by, any material license or other agreement the filing of UCC financing statements with respect to which the Borrower is Springing Collateral; it being understood and agreed that Bank will not file any UCC financing statements describing the licensee that prohibits or otherwise restricts Borrower from granting Collateral until after the occurrence of a security interest in Borrower's interest in such license or agreement or any other propertySpringing Lien Event. Borrower shall not enter intoacknowledges that it previously has entered, or become bound byand/or may in the future enter, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides into Bank Services Agreements with written notice within thirty (30) Business Days after entering into such agreementBank. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such license or agreement, whether now existing or entered into Obligations secured by the first priority perfected security interest in the future Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If the this Agreement is terminated, Bank's lien and security interest ’s Lien in the Collateral shall continue until Borrower fully satisfies its Obligationsthe Obligations (other than inchoate indemnity obligations) are repaid in full in cash. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank Upon payment in a writing signed by Borrower full in cash of the brief details thereof Obligations (other than inchoate indemnity obligations) and grant at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in such writing a security interest therein and in the proceeds thereofits good faith business judgment for Bank Services, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankif any.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, and assigns to the Bankeach Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority valid and enforceable security interest in the CollateralCollateral and upon the filing of a financing statement in appropriate form with the Secretary of State of the State of Delaware, the security interest created hereby shall constitute a first priority perfected security interest to the extent perfection can be obtained by filing financing statements (subject only to Permitted Liens that may have superior priority under this Agreement). Bank may place If Borrower shall acquire a "hold" on any deposit account pledged commercial tort claim (as Collateral. Except as noted on defined in the Perfection CertificateCode), Borrower is not a party toshall promptly, nor is bound by, and in any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice event within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent ofdays, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the notify Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the brief general details thereof (and further details as may reasonably be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Collateral Agent shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and execute and deliver to Borrower all documents that the Borrower reasonably requests to evidence the release of the security interest in the Collateral. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for any such Bank Services, Collateral Agent shall execute and deliver to Borrower all documents that the Borrower reasonably requests to evidence the release of the security interest in the Collateral. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to one hundred ten percent (110%) of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank's Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. This Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank's obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.2(c). Notwithstanding any such termination, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower's election or at Bank's election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, the termination fee set forth in Section 2.8(d) provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank's obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, and assigns to the Bankeach Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or are permitted by the terms of any such license this Agreement to have priority to Collateral Agent’s or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligationseach Lender’s Lien. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code) greater than Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. Confidential Treatment Requested by Puma Biotechnology, Inc. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Collateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each Lender shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. Upon payment in full in Cash of the Obligations (other than inchoate indemnity obligations) and at such time as each Lender’s obligations to make Credit Extensions has terminated, Collateral Agent and each Lender, shall, at Borrower’s sole cost and expense and at Borrower’s written request, take such action reasonably requested by Borrower in order to cause such Liens to be terminated of record (including filing UCC-3 or similar termination statements with respect to such Liens) and all rights therein shall revert to Borrower. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankAgent, for the benefit of itself and Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's ’s duties under this Agreement and the other Loan Documents, a continuing Lien on and security interest in, and pledges and assigns to the BankAgent, for the benefit of itself and Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, it being expressly agreed and acknowledged that all Liens and security interests previously granted to Original Agent in its capacity as agent for Original Lenders, pursuant to the Original Loan Agreement are acknowledged and reconfirmed and remain in full force and effect, secure the Obligations hereunder pursuant to the terms hereof and are not intended to be released, replaced or impaired. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral, subject to only Permitted Liens. Except as noted on the Perfection CertificateSchedule 4.1, Borrower is not a party to, nor is bound by, any material license or other similar agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's ’s interest in such license or agreement or any other property. Borrower shall not enter into, provide written notice to Agent within 10 days of entering into or become becoming bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's ’s business or financial condition. If such licenses or other agreements meet the definition of Collateral set forth in Section 13 of this Agreement, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank Agent reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights other agreements to be deemed "“Collateral" ” and for Bank Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreementCollateral, whether now existing or entered into in the future future. Borrower agrees that any disposition of the Collateral in violation of this Agreement, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lenders under the Code. If the Agreement is terminated, Bank's Lenders’ and Agent’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations, Lenders’ obligation to make Credit Extensions has terminated and Agent and Borrower have each executed a payoff letter in form and substance acceptable to Agent. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code) or Letter-of-Credit Right, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the brief details thereof and grant to Bank Agent and Lenders in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankAgent.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations and the performance of Obligations, each of Borrower's duties under the Loan Documents, New US Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of such New Borrower’s now existing or hereafter arising rights and pledges and assigns to the Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of each such New US Borrower’s assets listed on Exhibit A attached hereto and all of each such New US Borrower’s respective books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. Each New US Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under the Loan Agreement). If any New US Borrower shall at any time, acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New US Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Each New US Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the Collateral. Each New US Borrower hereby authorizes Bank to file financing statements, without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either such New US Borrower or any other Person, may be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

Grant of Security Interest. Borrower hereby grants BankLenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the BankLenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Lenders’ Lien under this Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank Lenders in a writing signed by Borrower of the brief general details thereof and grant to Bank Lenders in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Lenders. In addition, Borrower hereby grants to Bank, as agent on behalf of Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower acknowledges and agrees that Bank may enter into any Control Agreement (subject to Section 6.8) as to which Lenders shall be perfected via control and any such Control Agreement shall secure the Obligations hereunder. If this Agreement is terminated, Lenders’ Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Lenders’ obligations to make Credit Extensions has terminated, Lenders shall, at Borrower’s sole cost and expense, release their Liens in the Collateral granted hereunder and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants BankLender, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest Lender’s Lien in the Collateral shall continue until Borrower fully satisfies the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Lender’s obligation to make Credit Extensions has terminated, Lender shall, at the sole cost and expense of Borrower, release its ObligationsLiens in the Collateral and all rights therein shall revert to Borrower. If the grant of any Lien hereunder in any Contract or Permit that constitutes Collateral would result in the termination or breach of such Contract or Permit or is otherwise prohibited or ineffective (whether by the terms thereof or under Applicable Law), then such Contract or Permit will not be subject to any Lien hereunder but will be held in trust by Borrower shall for the benefit of Lender and, on the exercise by Lender of any of its rights or remedies under this Agreement following the occurrence and continuation of an Event of Default, will be collaterally assigned by Borrower as directed by Lender; provided that: (a) the Liens granted hereunder will attach to such Contract or Permit that constitutes Collateral, or applicable portion thereof, immediately at any timesuch time as the condition causing such termination or breach is remedied, acquire and (b) if a commercial tort claim, Borrower shall promptly notify Bank term in a writing signed Contract that prohibits or restricts the grant of the Lien hereunder in the whole of an Account or Chattel Paper forming part of the Collateral is unenforceable against Lender under Applicable Law, then the exclusion from the Lien set out above shall not apply to such Account or Chattel Paper. In addition, the Liens granted herein do not attach to Consumer Goods (as defined in the PPSA) or extend to the last day of the term of any lease or agreement for lease of real property. Such last day will be held by Borrower in trust for Lender and, on the exercise by Lender of any of its rights or remedies under this Agreement following an Event of Default, will be collaterally assigned by Borrower as directed by Lender. Each Borrower confirms that value has been given, that each Borrower has rights in the Collateral subject to the Lender’s Lien hereunder existing as of the brief details thereof date hereof, and grant that the parties hereof have not agreed to Bank postpone the time for attachment of the Lender’s Lien to any of the Collateral and that the Lender’s Lien will attach at the time when a Borrower acquires an interest in such writing a security interest therein and any after acquired property that is included in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankCollateral.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations and Obligations, the performance Borrower hereby grants to Agent, for the ratable benefit of each of Borrower's duties under the Loan DocumentsLenders, a continuing security interest in, and pledges and assigns to Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank , subject only to Permitted Liens that may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited priority by law operation of applicable Law or by the terms of a written intercreditor or subordination agreement entered into by Agent. Notwithstanding the foregoing, in the event that Borrower or any Credit Party acquires any Equipment after the Closing Date pursuant to a Permitted Purchase Money Financing where the cost of such acquisition is not 100% financed by the Permitted Purchase Money Financing, Agent and Lenders agree that Agent may, in its reasonable discretion, release Agent’s lien in the Equipment being so financed (or Agent’s lien in Borrower’s leasehold interest in any such license Equipment, if applicable) to the extent that such Permitted Purchase Money Financing does not permit Agent to have a lien in such Equipment (or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and security Borrower’s leasehold interest in any such Equipment) ; provided, that, if Agent has released its lien on such Equipment (or on Borrower’s leasehold interest in any such Equipment) in accordance herewith, upon payment in full of the Permitted Purchase Money Financing, such Equipment owned in fee simple by Borrower or any Credit Party shall again become part of the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at automatically and without further action by Borrower, any timeCredit Party, acquire a commercial tort claimAgent or any Lender and, if upon expiration of the relevant equipment lease, Borrower or any Credit Party acquires any such Equipment, such Equipment shall promptly notify Bank in a writing signed by Borrower become part of the brief details thereof Collateral automatically and grant to Bank in such writing a security interest therein and in the proceeds thereofwithout further action by Borrower, all upon the terms of this Agreementany Credit Party, with such writing to be in form and substance satisfactory to BankAgent or any Lender.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to Collateral Agent, for the Bankratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect subject only to which the Borrower is the licensee Permitted Liens that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or are permitted by the terms of any such license or agreement, whether now existing or entered into in the future If the this Agreement is terminated, Bank's lien and security interest in the to have priority to Collateral shall continue until Borrower fully satisfies its ObligationsAgent’s Lien. If Borrower shall at any time, acquire a commercial tort claimclaim (as defined in the Code) with a value in excess of One Hundred Thousand Dollars ($100,000.00), Borrower shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the brief general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Collateral Agent shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred three percent (103%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred five percent (105%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan DocumentsObligations, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants represents, warrants, and represents covenants that the security interest granted herein is and shall at all times continue to be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future If the Agreement is terminated, Bank's lien and perfected security interest in the Collateral shall continue until Borrower fully satisfies its Obligations(subject only to Permitted Liens that may have superior priority to Bank’s Lien under this EXIM Agreement). If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this EXIM Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this EXIM Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this EXIM Agreement in all of the Collateral (with the exception of Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles) is subject to and subordinate to the security interest granted to Bank in the Domestic Agreement and the security interest created in the Domestic Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles is subject to and subordinate to the security interest granted to Bank in this EXIM Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and any Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants Bank, Bank a continuing security interest in all presently existing and later acquired Collateral to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents. Except for Permitted Liens, a continuing any security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall will be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Notwithstanding the foregoing, the security interest granted herein does not extend to and the term "Collateral" does not include any license or contract rights to the extent (i) the granting of a security interest in it would be contrary to applicable law, or (ii) that such rights are nonassignable by their terms (but only to the extent such prohibition is enforceable under applicable law, including, without limitation, Section 9318(4) of the Code) without the consent of the licensor or other party (but only to the extent such consent has not been obtained). Except as noted disclosed on the Perfection CertificateSchedule, Borrower is not a party tolicensee under, nor is bound by, any material license or other agreement with respect to for which the Borrower is the licensee failure to maintain such license could have a Material Adverse Change on Borrower's financial condition or business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall Notwithstanding the foregoing, the security interest granted herein does not enter into, or become bound by, any such material license or agreement which is reasonably likely extend to have a material impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain and the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed term "Collateral" does not include any Equipment leased to Borrower pursuant to those certain lease financing transactions more particularly described on the Schedule. Notwithstanding the security interests granted herein, nothing set forth herein is intended to, nor shall constitute, an assignment of Borrower's obligations, including any obligations to perform, under any contracts between Borrower and for its customers and or clients, provided that subject to the foregoing provisions of this Section 4.1, Bank to shall have a security interest in it that might otherwise be restricted or prohibited by law or by all such contract rights as part of the terms of any such license or agreement, whether now existing or entered into in the future "Collateral". If the this Agreement is terminated, Bank's lien and security interest in the Collateral shall will continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower's duties under the Loan Documents, a continuing security interest in, and pledges and assigns to the Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower warrants and represents that the security interest granted herein shall be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit account pledged as Collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such material license or agreement which is reasonably likely to have a material adverse impact on Borrower's business or financial condition, unless Borrower provides Bank with written notice within thirty (30) Business Days after entering into such agreement. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future future. If the Agreement is terminated, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankBank in its good faith business judgment.