Common use of Security Interest Clause in Contracts

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower hereby To secure the payment and performance of the Obligations, the Debtor grants the Secured Party a security interest (the “Security Interest”) in, and assigns and pledges to the Administrative AgentSecured Party, for the ratable benefit following property (called the “Collateral”): All inventory of the LendersDebtor, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all returns of such Borrower’s rightinventory, and all warehouse receipts, bills of lading and other documents of title and interest in and to the Collateral (subject to Liens permitted by this Agreement covering such inventory, whether now existing or any other Loan Document)hereafter arising, whether now owned or hereafter acquired by such Borroweracquired; All equipment of the Debtor, including but not limited to all proceeds accessions, accessories, attachments, fittings, increases, parts, repairs, returns, renewals and substitutions of all or any part thereof, and all warehouse receipts, bills of lading and other documents covering such equipment, whether now existing or hereafter arising, whether now owned or hereafter acquired; All accounts (including but not limited to all health-care-insurance receivables), instruments, chattel paper, investment property, letter of credit rights, letters of credit, other rights to payment, documents, deposit accounts, money, patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names, other names, software, payment intangibles, and other general intangibles of the Debtor, together with all good will related to the foregoing property and all rights, liens, security interests and other interests which the Debtor may at any time have by law or agreement against any account debtor, issuer or obligor obligated to make any such payment or against any of the property of such account debtor, issuer, or obligor, and all supporting obligations relating to the foregoing, whether now existing or hereafter arising, whether now owned or hereafter acquired; All other assets of the Debtor, not described above; and All products and proceeds of the foregoing or hereinafter-described Collateral (includingproperty, including without limitationlimitation all accounts, instruments, chattel paper, investment property, letter of credit rights, letters of credit, other rights to payment, documents, deposit accounts, money, insurance proceeds that constitute property of the types described herein) and, and general intangibles related to the extent not otherwise includedforegoing property, and all policies refunds of insurance on any property of such Borrower and premiums due or to become due under all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of policies covering the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultproperty.

Security Interest. Each (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Lenders but for Secured Parties), all the fact that they are unenforceable or not allowable due to the existence rights and remedies of a bankruptcysecured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, reorganization or similar proceeding involving notwithstanding that such Borrower. Notwithstanding anything to wording may be broader in scope than the contrary collateral described in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to Agreement. Immediately upon the occurrence of an Event the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Defaultthe Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. Each Borrower hereby assigns (a) As security for the full, prompt and pledges complete payment and performance by you of all of your obligations to the Administrative Agentus under this Agreement or otherwise including all costs, for expenses, advances and liabilities which may be incurred by us in connection with this Agreement, including reasonable attorneys' fees to enforce the ratable benefit rights of the LendersFranchisor under this Agreement (the "Secured Obligations"), and hereby grants you grant to the Administrative Agent, for the ratable benefit of the Lenders, us a first priority security interest under the applicable Uniform Commercial Code in all of such Borrower’s right, title the state in which the Franchised Business is located and a security interest under any other applicable law in and to the Collateral Business Assets. You will: (subject i) sign any financing statements (including the form attached as Exhibit G to Liens permitted by the FOC) or renewals, substitutions or corrections or other documents, or provide any document, and pay all connected costs necessary to perfect the security interest granted in this Agreement Section against the rights or any other Loan Document)interest of third parties and you appoint us as your true and lawful attorney, and in its name, place and stead, to make, sign, acknowledge and file all documents, instruments and forms, whether now owned notarized or hereafter acquired by such Borrowerotherwise, including all proceeds which in the opinion of any and all our counsel, are reasonably required to perfect the security interest granted in this Section; (ii) except in the ordinary course of the foregoing its business, not sell, transfer, assign, mortgage, encumber or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)dispose of, or create, assume, or suffer to exist any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to security interest (other than as created under this Agreement) in any of the foregoing Collateral all cash proceeds of the CollateralBusiness Assets; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interestat all times keep accurate and complete records of the Business Assets at its place of business and we or any of out agents have the right to call at your place of business at intervals we determine, pledge and, without hindrance or assignment shall attach delay, to any Excluded Collateral prior inspect the Business Assets and to inspect, audit, check and make copies and extracts from the books, records, journals, orders, receipts, magnetic computer disks and records, correspondence and other data relating to the Business Assets. Upon the occurrence of an any Event of Default, we may declare the Secured Obligations, or any of them immediately due and payable without demand or notice, and we may proceed to exercise any one or more of the rights or remedies afforded by the applicable Uniform Commercial Code or other applicable law of any jurisdiction, and any other remedies or right provided in this Agreement, all of which may be exercised, cumulatively or consecutively in our sole discretion.

Security Interest. Each Borrower hereby assigns In order to secure the full and pledges to the Administrative Agent, for the ratable benefit complete payment and performance of the LendersDigex Obligation when due, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest Security Interest in all of such Borrower’s rightDebtor's rights, title titles, and interest interests in and to the Collateral (and pledges, collaterally transfers, and assigns the Collateral to Secured Party, all upon and subject to Liens permitted by the terms and conditions of this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any Security Agreement. Such Security Interest is granted and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent pledge and assignment are made as security only and shall not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)subject Secured Party to, or transfer or in any indemnity warranty way affect or guaranty payable by reason modify, any obligation of loss or damage to or otherwise Debtor with respect to any of the foregoing Collateral or any transaction involving or giving rise thereto. The grant contained herein is intended to confer upon Secured Party all cash proceeds rights that a secured creditor may obtain and that may be granted in the FCC Licenses or PUC Certificates under applicable Law as from time to time in effect. If the Law is subsequently changed or clarified, or if the FCC's or PUC's interpretation of existing Law is changed, to permit or further permit the granting of such security interests in licenses issued by the FCC or PUC, then Debtor's FCC Licenses and PUC Certificates, whether now held or hereinafter acquired, shall automatically become subject to the Secured Party's Security Interest to the maximum extent permitted by the Law as then in effect. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral; and all books of account and recordsCollateral is expressly prohibited by any contract, including all computer software relating thereto. This Agreement secures then the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Security Interest created hereby nonetheless remains effective to the Administrative Agent and any of the Lenders extent allowed by UCC Section 9-318 or other applicable Law, but for the fact is otherwise limited by that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerprohibition. Notwithstanding anything to the contrary in this Agreement herein or in any other Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required the liability of Debtor to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers Administrative Agent and Lenders under any of Loan Documents shall not exceed the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultDigex Obligation.

Security Interest. Each Borrower (a) As security for the performance by the Issuer of all the terms, covenants and agreements on the part of the Issuer to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Note Balance and all Interest in respect of the Notes and all other Issuer Obligations, the Issuer hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such BorrowerIssuer’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Issuer under the Purchase and Sale Agreement and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Lenders but for Secured Parties), all the fact that they are unenforceable or not allowable due to the existence rights and remedies of a bankruptcysecured party under any applicable UCC. The Issuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, reorganization or similar proceeding involving notwithstanding that such Borrower. Notwithstanding anything to wording may be broader in scope than the contrary collateral described in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to Agreement. Immediately upon the occurrence of an Event the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Defaultthe Administrative Agent, the Purchasers and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Issuer; provided, however, that promptly following written request therefor by the Issuer delivered to the Administrative Agent following any such termination, and at the sole expense of the Issuer, the Administrative Agent shall authorize or execute, as applicable, and deliver to the Issuer UCC termination statements and such other documents as the Issuer shall reasonably request to evidence such termination.

Security Interest. Each Borrower As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns grants, mortgages, pledges, hypothecates and pledges transfers to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the LendersSecured Parties, a first priority security interest in in, all of such Borrower’s Grantor's right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or at any time hereafter acquired by such BorrowerGrantor or in which such Grantor now has or any time in the future may acquire any right, title or interest, in, to and under the Collateral (the "Security Interest"). Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings), and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including all proceeds (a) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and all (b) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the foregoing or hereinafter-described real property to which such Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, relates. The Grantor agrees to provide such information to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Collateral Agent is the loss payee thereof, promptly upon request. Each Grantor also ratifies its authorization for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage Collateral Agent to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or file in any Loan Document, (i) no Subsidiary that is a CFC, relevant jurisdiction any initial financing statements or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral amendments thereto if filed prior to the occurrence date hereof. The Collateral Agent is further authorized to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of an Event perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of Defaultany Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

Security Interest. Each Borrower hereby assigns and pledges The Parties hereto intend that, pursuant to the Administrative AgentTrust Agreement, for prior to depositing any assets in the ratable benefit Trust Account, and from time to time thereafter as required, the Reinsurer shall execute or cause the execution of assignments or endorsements in blank, or transfer legal title of all shares, obligations and other assets requiring assignments or endorsements to the Trustee as needed, so that the Ceding Company, or the Trustee upon direction to the Trustee by the Ceding Company, may, whenever necessary pursuant to the terms of the LendersTrust Agreement, negotiate, deliver, transfer, assign or sell any such assets without the consent or signature from the Reinsurer or any other Person. Out of an excess of caution and in order to preserve the arrangements set forth in the Trust Agreement if, notwithstanding the intention of the parties expressed in the Trust Agreement, the Trustee is determined by a Governmental Authority of competent jurisdiction (i) not to have the authority to negotiate, deliver, transfer, assign or sell any assets credited to the Trust Account, in its capacity as Trustee, without the consent or signature from the Reinsurer, or any other Person, or (ii) the transfer of assets by the Reinsurer to the Trust Account shall for any reason be determined by a Governmental Authority of competent jurisdiction to be invalid or ineffective, the Reinsurer hereby grants to the Administrative AgentCeding Company as security for all obligations (whether absolute or contingent, for the ratable benefit matured or unmatured) of the LendersReinsurer to the Ceding Company arising under or in connection with the Transaction Agreements, including all reasonable attorneys’ fees and legal expenses incurred in connection with the collection and enforcement of the Transaction Agreements and security interest created hereunder, in each case, to the extent such obligations are required to be reimbursed to the Ceding Company by the Reinsurer under such Transaction Agreements, a first priority perfected security interest in all of such Borrowerthe Reinsurer’s rightrights, title titles and interest in interests in, to and to under all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following property, whether now owned or existing or hereafter acquired by such Borroweror arising and wheresoever located (collectively, the “Collateral”): (a) the Trust Account and the assets credited to the Trust Account, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property investment property, securities, investments, 1007933761v22 instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to the Trust Account or (y) otherwise conveyed to the Trustee by the Reinsurer; (b) all cash and other financial assets credited to the Trust Account and all security entitlements (within the meaning of Section 8-102(a) of the types described hereinUCC) andrelated to or arising therefrom; (c) all supporting obligations relating to, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether security interests, mortgages or not the Administrative Agent is the loss payee thereofother liens securing, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (d) all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, and agrees that this Agreement secures shall constitute a security agreement made by the payment of all amounts that constitute part Reinsurer in favor of the Obligations Ceding Company under applicable Law. Any amounts withdrawn from the Trust Account in accordance with the Trust Agreement shall be automatically released from, and would be owed by each Borrower withdrawn free and clear of, any security interest created herein. The Reinsurer hereby authorizes the Ceding Company to file any and all UCC-1 Financing Statements with respect to the Administrative Agent Collateral, and any of and all amendments, assignments and continuation statements with respect thereto, that are deemed necessary or desirable by the Lenders but for Ceding Company in order to perfect such security interest in the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerCollateral. Notwithstanding anything to the contrary All terms used in this Agreement or Section 5.9 and defined in any Loan Document, (i) no Subsidiary that the UCC shall have the meanings given to such terms in the UCC. Nothing in this Section 5.9 is a CFCintended to affect the validity of, or that is owned in whole or in partthe transfer of assets into, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Account.

Security Interest. Each As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Transfer and Contribution Agreement and (vi) all proceeds of any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Lenders but for Secured Parties), all the fact that they are unenforceable or not allowable due to the existence rights and remedies of a bankruptcysecured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, reorganization or similar proceeding involving notwithstanding that such Borrower. Notwithstanding anything to wording may be broader in scope than the contrary collateral described in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to Agreement. Immediately upon the occurrence of an Event the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Defaultthe Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment or performance, as the case may be, in full of the Lenderstheir respective Obligations, and (a) Xxxxxxxx hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all of such BorrowerGeoffrey’s right, title and interest in in, to and under the Xxxxxxxx Collateral and (b) each other Grantor hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a second priority security interest in all of such Grantor’s right, title and interest in, to and under the Collateral, in each case of clauses (subject to Liens permitted by this Agreement or any other Loan Documenta) and (b), wherever located, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of or arising (the foregoing or hereinafter-described Collateral (including, without limitation, proceeds “Security Interest”); provided that constitute property of the types described herein) and, sSecurity iInterest granted to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is in, to and under Intercompany Licenses shall be limited to the loss payee thereofnon-exclusive right to use the Proprietary Marks in exercising the Agent’s Rights and Remedies in connection with a Liquidation. For the avoidance of doubt, as security for the payment or performance, as the case may be, in full of their respective Term B-4 Obligations, each Grantor (other than Xxxxxxxx) hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Term B-4 Lenders), or any indemnity warranty or guaranty payable by reason a security interest in all of loss or damage such Grantor’s right, title and interest in, to or otherwise with respect to any of and under the foregoing Collateral all cash proceeds of the Canadian Pledge Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers wherever located, whether now owned or hereafter existing acquired or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to Grantor hereby designates the Administrative Agent as such Grantor’s true and any lawful attorney, exercisable by the Administrative Agent whether or not an Event of Default exists, with full power of substitution, at the Lenders but Administrative Agent’s option, to file one or more Financing Statements, continuation statements, or to sign other documents for the fact that they are unenforceable purpose of perfecting, confirming or continuing the Security Interest granted by each Grantor, without the signature of any Grantor (each Grantor hereby appointing the Administrative Agent as such Person’s attorney to sign such Person’s name to any such instrument or document, whether or not allowable due to an Event of Default exists), and naming any Grantor or the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerGrantors as debtors and the Administrative Agent as secured party. Notwithstanding anything herein to the contrary contrary, in this Agreement no event shall the Collateral or the Xxxxxxxx Collateral include, and no Grantor shall be deemed to have assigned, pledged or granted a Security Interest in, any of such Grantor’s right, title or interest (A) in any Loan Documentasset where the grant of a Lien over such asset as reasonably determined by the Borrower (in consultation with the Administrative Agent) would result in material adverse tax consequences to any Grantor, (iB) no Subsidiary that is in any motor vehicles and other assets subject to certificate of title or (C) any Commercial Tort Claim with a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any value of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more less than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default$1,000,000.

Security Interest. Each Borrower hereby Mortgagor grants and assigns to Mortgagee a security interest to secure payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersSecured Obligations, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such BorrowerMortgagor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing following described personal property in which Mortgagor now or hereinafterat any time hereafter has any interest (“Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-described Collateral (00000000/Xxxxx Xx. 000 obtained from, any governmental entity with respect to the ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance premiums made by Mortgagor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds that constitute property of, and additions and accessions to, any of the types described herein) andforegoing, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments books, records and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect files relating to any of the foregoing Collateral foregoing. As to all cash proceeds of the Collateral; and all books of account and recordsabove-described personal property which is or which hereafter becomes a “fixture” under applicable law, including all computer software relating theretothis Mortgage constitutes a fixture filing under the South Carolina Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). This Agreement secures the payment of all Obligations For purposes of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, foregoing (i) no Subsidiary that Mortgagor is a CFC, or that the “debtor” and its address is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any as set forth on page 1 of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documentsthis Mortgage, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% the Mortgagee is the “secured party” and its address is as set forth on page 1 of the stock of any CFC, this Mortgage and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence name of an Event the record owner of Defaultthe Property is Mortgagor.

Security Interest. Each Borrower hereby assigns To secure the due and pledges punctual payment of all liabilities, whether actual or contingent (“Liabilities”), of the Fund to the Administrative AgentCustodian now or hereafter arising or incurred under or in connection with this Agreement, for the ratable benefit of the Lenders, and Fund hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Custodian a first priority security interest in (i) all of such Borrowerthe Fund’s rightcash, title deposit accounts, securities and interest in other investment property, and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)assets, whether now owned existing or hereafter acquired by such Borroweror created, including in the possession or under the control of any of the Custodian and its agents, affiliates and subcustodians and (ii) any and all proceeds of any and all of thereof (collectively, the foregoing or hereinafter-described Collateral (including“Collateral”). The Liabilities include, without limitation, proceeds that constitute property of the types described herein(a) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers Fund to the Custodian in relation to any advance of cash or securities for any purpose; (b) the obligations of the Fund to the Custodian (in its capacity as foreign exchange provider or otherwise) in relation to any spot or forward foreign exchange contracts or any other foreign exchange contract or facility entered into with the Fund; and (c) the obligations of the Fund to reimburse the Custodian for any taxes, interest, charges, expense, assessments, or other liabilities that may be assessed against or imposed on the Custodian under or in connection with this Agreement, except such Liabilities as may arise from the Custodian’s own fraud, negligence or willful misconduct in the performance of its duties hereunder. In the event that the Fund fails to satisfy any of the Loan DocumentsLiabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under applicable law, the rights and remedies of a secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell or otherwise realize any such Collateral and to apply the money or other proceeds and any other monies credited to the cash accounts in satisfaction of such Liabilities. The Fund acknowledges that, in the Custodian exercising any such rights or remedies against any of the Collateral, it will be commercially reasonable for the Custodian (i) to accelerate or cause the acceleration of the maturity of any fixed term deposits comprised in the Collateral and (ii) no Borrower or Subsidiary shall to effect such currency conversions as may be required to pledge, directly or indirectly, more than 65% necessary at its current rates for the sale and purchase of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultrelevant currencies.

Security Interest. Each Borrower To evidence the purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby assigns and pledges grant to Purchaser, in the Administrative Agent, for the ratable benefit name of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersPurchaser or its duly authorized representative, a first priority priority, continuing security interest (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the UCC, as amended, whether now or hereafter owned or acquired by Merchant (and/or any subsidiary or other person or entity whose accounts are included in Receivables) and wherever located; (iii) all “proceeds” of such property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the UCC; (iv) upon a Material Breach, the assets, business property and collateral of any Other Business, Successor Company or Guarantor; and (v) any additional collateral as may be mutually agreed between Merchant and/or any Guarantor, on the one hand, and Purchaser, on the other hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the UCC for purposes of creating and perfecting the foregoing security interest. Mxxxxxxx hereby authorizes Purchaser to make any UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) at any time with any governmental agency and/or office (including the office of the Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Collateral as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the UCC and applicable law against Merchant and/or Guarantor, including without limitation, placing a “hold” on Merchant’s credit card processing accounts, the costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will not pledge, grant, transfer or otherwise encumber any security interest in all of such Borrower’s right, title and interest in and its Receivables to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)person or entity until Purchaser has received the Amount Sold, whether now owned or hereafter acquired plus any assessed fees and Costs of Collection, other than in connection with a financing approved by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary Purchaser in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultwriting beforehand.

Security Interest. Each As collateral security for the payment and performance in full of any and all amounts owing from time to time by the Borrower to the Lender under or in connection with this Note (the “Secured Obligations”), the Borrower hereby pledges, assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority Lien on and security interest in and to all of such Borrower’s the right, title and interest of the Borrower in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (a) the Borrower’s limited liability company interest (the “Interest”) in Voltari Real Estate Holding LLC (the “LLC”); and (b) all proceeds and products of the foregoing, all books and records at any time evidencing or relating to the Collateral (subject to Liens permitted by this Agreement or foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any other Loan Document), whether now owned or hereafter acquired by such Borrower, including and all proceeds of any and all of the foregoing or hereinafter-described Collateral (includinginsurance, without limitationindemnity, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise the Borrower from time to time with respect to any of the foregoing Collateral all cash proceeds foregoing. The Borrower hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code (“UCC”) of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral without the signature of the Borrower where permitted by law. The Borrower agrees to provide all necessary information related to such filings to the Lender promptly upon request by the Lender. The Borrower shall take such further actions, and execute and/or deliver to the Lender such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Lender may in its judgment deem necessary or appropriate in order to perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Lender hereunder, and enable the Lender to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral; and all books of account and records, including the filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, all computer software relating thereto. This Agreement secures in form satisfactory to the payment of all Obligations of Lender and in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Borrowers now or hereafter existing or arisingPledged Collateral as provided herein and to preserve the other rights and interests granted to the Lender hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, this Agreement secures but subject to applicable law, the payment of all amounts that constitute part Borrower shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Lender from time to time upon request by the Lender such lists, schedules, descriptions and designations of the Obligations Pledged Collateral, statements, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and would be owed by each Borrower to other assurances or instruments as the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such BorrowerLender shall reasonably request. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of If an Event of DefaultDefault has occurred and is continuing, the Lender may institute and maintain, in its own name or in the name of the Borrower, such suits and proceedings as the Lender may deem necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Borrower.

Security Interest. Each Borrower As security for the line of credit, Avangard shall be listed and properly registered with the proper state authority, as the first and primary lienholder on each vehicle for which Avangard shall extend the line of credit. Additionally, as security for the payment of all indebtedness evidenced by this Agreement and any and all other indebtedness of the Dealer to Avangard in any capacity, now existing or hereafter incurred, however created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or contingent, Dealer hereby assigns grants and pledges to the Administrative Agent, for the ratable benefit Avangard all of the LendersDealer’s assets currently owned or hereafter acquired, including but not limited to: inventory, including all goods, motor vehicles, merchandise, supplies and other tangible personal property, now owned or hereafter acquired, all documents now and at any times covering or representing any of said property or assets, all of Dealer’s accounts, accounts receivables, contract receivables, contract rights, notes, drafts, acceptances, instruments, chattel paper and general intangibles, and hereby grants to the Administrative Agentall guarantees and suretyship agreements relating thereto and all security for payment thereof, for the ratable benefit now and hereafter existing or arising, as well as any profits now or hereafter acquired from or through any of the Lendersforegoing (hereinafter collectively referred to as “Collateral”). Collateral is defined herein to include without limitation all tangible and intangible property of every description (including all additions, substitutions, and proceeds) to secure the obligations, or which is now or hereafter in possession or custody of or in transit to Avangard for any purpose, and will also include any lien on property acquired at any time by the entry of judgment hereunder or the revival of or execution on said judgment. All Collateral is security for any and all obligations and the undersigned grants a first priority security interest in all of such Borrower’s right, title and interest in and Collateral to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultAvangard.

Security Interest. Each Borrower As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby unconditionally grants, assigns (or, with respect to the Intellectual Property, collaterally assigns) and pledges to the Administrative Collateral Agent, its successors and assigns, for its own benefit and the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lendersother Credit Parties, a first priority continuing security interest in all of such BorrowerGrantor’s right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Collateral, whether now owned or hereafter acquired or arising and wherever located (the “Security Interest”). Without limiting the foregoing, each Grantor hereby designates the Collateral Agent as such Grantor’s true and lawful attorney, exercisable by the Collateral Agent whether or not an Event of Default exists, with full power of substitution, at the Collateral Agent’s option, to file or transmit one or more Financing Statements, amendments, continuation statements, or to sign other documents for the purpose of perfecting, confirming, continuing, or protecting the Security Interest granted by each Grantor, without the signature of any Grantor (each Grantor hereby appointing the Collateral Agent as such BorrowerPerson’s attorney to sign such Person’s name to any such instrument or document, including whether or not an Event of Default exists), and naming any Grantor or the Grantors, as debtors, and the Collateral Agent, as secured party. Any such financing statement or amendment may indicate the Collateral as “all proceeds assets of the Grantor”, “all personal property of the debtor” or words of similar effect or may describe the Collateral as being of equal or lesser scope or with greater detail, regardless, in each case, of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or may contain any information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any and all of the foregoing financing statements, amendments or hereinafter-described Collateral (including, without limitation, proceeds continuation statements previously filed by Agent in any jurisdiction. Each Grantor acknowledges that constitute property of the types described herein) and, it is not authorized to the extent not otherwise included, all policies of insurance on file any property of such Borrower and all payments and proceeds under any such insurance (whether financing statement or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), amendment or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise termination statement with respect to any Financing Statement filed in connection with this Agreement without the prior written consent of the foregoing Collateral all cash proceeds Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultUCC.

Security Interest. Each Borrower hereby assigns To secure the due and pledges to prompt payment of all Overdrafts, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Administrative AgentCustodian on behalf of a Fund in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from the ratable benefit of the LendersCustodian’s negligence or willful misconduct, and hereby each Fund grants to the Administrative Agent, for the ratable benefit of the Lenders, Custodian a first priority security interest in all of such Borrowerthat particular Fund’s right, title securities and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether Assets now owned or hereafter acquired by such Borrower, including in the possession of the Custodian and all proceeds of thereof, excluding, however, Assets segregated in a segregated account as set forth in Section 2.24 hereof (collectively, the “Collateral”). The Fund shall promptly reimburse the Custodian for any and all of such Liabilities. In the foregoing or hereinafter-described Collateral (including, without limitation, proceeds event that constitute property of the types described herein) and, a Fund fails to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to satisfy any of the foregoing Collateral all cash proceeds Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral; , in addition to all other rights and all books remedies arising hereunder or under local law, the rights and remedies of account and records, including all computer software relating thereto. This Agreement secures a secured party as provided under the payment of all Obligations of Uniform Commercial Code in existence at the Borrowers now or hereafter existing or arising. Without limiting time the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Fund fails to the Administrative Agent and satisfy any of the Lenders but for the fact that they are unenforceable or not allowable due Liabilities. Without prejudice to the existence Custodian’s rights under applicable law, the Custodian shall be entitled, beginning on the fifth (5th) business day after the Fund has received a notice (including an Overdraft Notice), to withhold delivery of a bankruptcyany Collateral, reorganization sell, set-off, or similar proceeding involving otherwise realize upon or dispose of any such Borrower. Notwithstanding anything Collateral and to apply the money or other proceeds and any other monies credited to the contrary Fund in this Agreement satisfaction of any Liabilities for which the Custodian has not been reimbursed. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or in other disposition of such Collateral. The Custodian shall promptly notify the appropriate Fund of any Loan Documentaction to withhold delivery of any Collateral, (i) no Subsidiary that is a CFCsell, set-off, or that is owned in whole otherwise realize upon or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security dispose of any of such Collateral no later than the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultbusiness day following such action.

Security Interest. Each Borrower hereby assigns (a) Xxxxx and pledges Xxxxxx intend that the Transactions hereunder be sales to Buyer of the Administrative AgentPurchased Assets and not loans from Buyer to Seller secured by the Purchased Assets (other than as described in Article 21(g)). However, in order to preserve Xxxxx’s rights under the Transaction Documents, in the event that a court or other forum re-characterizes the Transactions hereunder as other than sales, and as security for the ratable benefit performance by Seller of all of Seller’s obligations to Buyer under the LendersTransaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, Seller hereby assigns, pledges and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s its right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Collateral, whether now owned or hereafter acquired by such Borroweracquired, including now existing or hereafter created and wherever located, subject to the terms and conditions of this Agreement, to Buyer to secure the payment of the Repurchase Price on all proceeds of any Transactions to which Seller is a party and all of the foregoing or hereinafter-described Collateral (other amounts owing by Seller to Buyer hereunder, including, without limitation, proceeds that constitute property of amounts owing pursuant to Article 25, and under the types described herein) andother Transaction Documents (collectively, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders“Repurchase Obligations”), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations foregoing and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact avoidance of doubt, if any determination is made that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Mezzanine Loan Document, (i) no Subsidiary that which is a CFCPurchased Asset was not sold by Seller to Buyer pursuant to this Agreement, or that is owned such Mezzanine Loan does not qualify for the safe harbor treatment provided by the Bankruptcy Code, then Seller hereby pledges, assigns and grants to Buyer as further security for Seller’s obligations to Buyer hereunder, a continuing first priority security interest in whole or in partand Lien upon each such Mezzanine Loan which constitutes a Purchased Asset hereunder, directly or indirectly, by and Xxxxx shall have all the rights and remedies of a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of “secured party” under the Loans or any of the obligations of the Borrowers under any of the Loan Documents, Uniform Commercial Code with respect thereto (ii) no Borrower or Subsidiary shall be required to such pledge, directly or indirectlythe “Related Credit Enhancement”). For purposes of this Agreement, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.“

Security Interest. Each Borrower As collateral security for the Secured Obligations, including any and all renewals or extensions thereof, each Pledgor hereby delivers, pledges, transfers and collaterally assigns and pledges to the Administrative AgentPledgee and grants to the Pledgee, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all of such BorrowerPledgor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral Pledged Shares (including, without limitation, proceeds that constitute property the Pledged Shares described on Schedule I hereto), and all other Equity Interests of any kind or nature of all existing and future Subsidiaries of such Pledgor, now owned or hereafter acquired, whether such Equity Interests are certificated or uncertificated, and each of the types described herein) andnotes, capital stock, and all other investment property, financial assets and general intangibles of such Pledgor related to the extent not otherwise includedforegoing, all policies of insurance on any property of such Borrower including, without limitation, and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenderssubject to Section 7(b), the right to vote such Equity Interests, now owned, legally, beneficially or any indemnity warranty or guaranty payable by reason hereafter acquired, together with all proceeds of loss or damage and additions to such Equity Interests from time to time received, receivable or otherwise with distributed in respect to of or in exchange for any of the foregoing Collateral or all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of including all amounts that constitute part of the Obligations dividends, interest distributions, cash, warrants, rights, instruments and would be owed by each Borrower other property, except for cash dividends or other cash distributions to the Administrative Agent and any of the Lenders but for the fact extent permitted under Section 7(a); provided, however, that they are unenforceable or not allowable due notwithstanding anything herein to the existence of a bankruptcycontrary, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any no Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, Party shall be required to pledge any of its assets or otherwise provide any security Equity Interests of any of Excluded Subsidiary, to the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, extent such Equity Interests carry more than 65% of the stock total combined voting power of any CFC“first-tier” Excluded Subsidiary (as determined for purposes of Treasury Regulations Section 1.956-2(c)) unless such Excluded Subsidiary has guaranteed Indebtedness of the Borrower or any of its Domestic Subsidiaries or pledged any of its assets or suffered a pledge of a greater percentage of its Equity Interests to secure Indebtedness of the Borrower or any of its Domestic Subsidiaries (collectively, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default“Pledged Collateral”).

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the Administrative Agentfollowing, for whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Letter-of-Credit Rights, Supporting Obligations, Receivables, General Intangibles (other than Borrower's Intellectual property as set forth below), Payment Intangibles (other than Borrower's Intellectual Property as set forth further below), all of Borrower's Deposit Accounts, and all money, and all property now or at any time in the ratable benefit future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the Lendersforegoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to Upon the occurrence and during the continuance of an Event of Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Silicon. The Collateral does not include: Any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt and unconditional payment and performance of the LendersObligations, the Debtor hereby pledges, hypothecates, assigns, collaterally assigns, charges, mortgages, delivers, and transfers to Lender, and hereby grants to the Administrative AgentLender a lien and security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such BorrowerDebtor’s right, title title, and interest in and to the Collateral (subject Collateral. The Debtor does further grant to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any Lender a continuing lien and security interest upon all of the Debtor’s money and any other property and the proceeds thereof, now or hereafter actually or constructively held or received by Lender for any purpose, including but not limited to, collection, custody, pledge, and transmission. For sake of clarity and without limiting the generality of the foregoing grants, the foregoing grants include a collateral assignment of all of the GEL Transaction Documents and the other Key Agreements, including without limitation, all present or hereinafter-described future crude oil marketing agreements or similar arrangements providing for the marketing, storage, processing, purchase and sale of crude oil or other products at or with respect to the Xxxxx Refinery or the site on which it is located. Anything herein to the contrary notwithstanding: (a) the Debtor will remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of their duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of its rights hereunder will not release Debtor from any of its duties or obligations under any such contracts or agreements included in the Collateral; and (c) Lender will not have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Agreement, nor will Lender be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Notwithstanding anything to the contrary contained herein or any of the other Loan Documents, if at any time all or any part of any payment theretofore applied by Lender to any of the Obligations is or must be rescinded or returned by Lender for any reason whatsoever (including, without limitation, proceeds that constitute property the insolvency, bankruptcy, reorganization or other similar proceeding of the types described herein) andDebtor or any other Person), such Obligations shall, for purposes of this Agreement, to the extent not otherwise includedthat such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by Lender or any termination agreement or release provided to Debtor, and this Agreement (including the grants in Section 3) shall continue to be effective or reinstated, as the case may be, as to such Obligations, all policies of insurance on any property of as though such Borrower and all payments and proceeds under any such insurance (whether or application by Lender had not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultbeen made.

Security Interest. Each To secure payment and performance of its Liabilities, each Borrower hereby assigns and pledges grants to the Administrative Agent, for the ratable benefit of Agent, the LendersLenders and the Issuing Bank, a right of setoff against and a continuing security interest (and Rail and Deco hereby confirm, acknowledge, continue and ratify in all respects the right of setoff and security interest granted under the Original Agreement and Security Agreement, respectively, and hereby grants all other Financing Agreements executed in connection therewith) in and to the Administrative Agent, for the ratable benefit all of the Lendersproperty, a first priority security interest and interests in all property, of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement whether real or any other Loan Document)personal, whether now owned or hereafter acquired by such BorrowerBorrower and wheresoever located, including all proceeds without limitation: (i) Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) Inventory; (iii) Equipment; (iv) such Borrower's deposit accounts (general or special) with and credits and other claims against Agent or any Lender, or any other financial institution with which such Borrower maintains deposits; (v) such Borrower's monies, and any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute other property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any and interests in property of such Borrower and all payments and proceeds under now or hereafter coming into the actual possession, custody or control of Agent or any such insurance Lender or any agent or affiliate of Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or not the Administrative Agent is the loss payee thereof, for the ratable benefit otherwise); (vi) insurance proceeds of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect relating to any of the foregoing Collateral all cash foregoing; (vii) insurance proceeds relating to any key man life insurance policy covering the life of the Collateralany director, officer, employee or former director, officer or employee of such Borrower; (viii) insurance proceeds relating to business interruption insurance; (ix) books and all books of account and records, including all computer software records relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality to any of the foregoing; and (x) all accessions and additions to, this Agreement secures the payment of all amounts that constitute part of the Obligations substitutions for, and would be owed by each Borrower to the Administrative Agent replacements, products and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyproceeds, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or foregoing; provided, however, that the foregoing property, and interest in property, shall not include the Excluded Property so long as the Excluded Property is collateral for indebtedness of Rail permitted to exist under Subsection 8.2 and the Lien thereon is permitted to exist under Subsection 8.1; provided, further, that immediately and automatically (without the need for any further action) upon the repayment of all of the indebtedness and obligations for which any Excluded Property is collateral, and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Excluded Property shall be Collateral securing the Liabilities, and the Borrowers under any shall take, or cause to be taken, all such actions as Agent may request to assure Agent of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, its first priority perfected security interest and (iii) no security interest, pledge or assignment shall attach to any Lien in such Excluded Collateral prior to the occurrence of an Event of DefaultProperty.

Security Interest. Each Borrower hereby assigns and pledges As security for its obligations under this Agreement (including any obligation to the Administrative Agentpay liquidated damages to Nanogen pursuant to this Agreement), for the ratable benefit of the Lenders, and CombiMatrix hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Nanogen a first priority lien and security interest in all of such Borrower’s rightthe Patents. CombiMatrix and Xxxxxxxxxx agree to cooperate fully with Nanogen in completing and filing a UCC-1 financing statement, title and Patent and Trademark Office Form 1595 (a recordation cover sheet and the security agreement) in order to record Nanogen's security interest in the Patents. CombiMatrix hereby warrants and to represents that there are no other security interests or liens against the Collateral (Patents as of the effective date hereof. Notwithstanding the foregoing, without the necessity of any additional document being executed by Nanogen for the purpose of effecting a subordination, Nanogen's security interest or lien granted hereby shall be automatically subject to Liens permitted by this Agreement or any other Loan Document)and subordinate to, whether now owned or hereafter acquired by such Borrowerat all times, including all proceeds of any and all licenses of the foregoing any type or hereinafter-described Collateral (includingkind, without limitationwhether exclusive or nonexclusive, proceeds that constitute property of the types described herein) andexpressed or implied, to the extent not otherwise included, all policies of insurance on any property of whether such Borrower and all payments and proceeds under any such insurance (whether licenses presently exist or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)are hereafter executed or granted by CombiMatrix, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise its successor in interest, with respect to rights under the Patents (collectively, the "Licenses"). Any person or entity licensing any rights pursuant to any of the foregoing Collateral all cash proceeds Licenses (a "Licensee") shall be deemed to be a Licensee in the ordinary course of business in accordance with Section 9321 of the Collateral; California Commercial Code, or any other similar statute. Within ten (10) days of CombiMatrix's, or its successor in interest's, written request, Nanogen, or its successor in interest, shall execute a written subordination agreement, or similar document, that fully and all books of account and records, including all computer software relating thereto. This Agreement secures unconditionally subordinates the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower security interest and/or lien created hereunder to the Administrative Agent interests of a Licensee consistent with the provisions of this Paragraph. If the security interest or lien granted hereunder is foreclosed upon, or a conveyance in lieu of foreclosure is made for any reason, Nanogen, or its successor in interest, hereby agrees to honor and any of be bound by all Licenses so long as the Lenders but Licensee performs its material obligations under the License for the fact that they are unenforceable benefit of Nanogen or not allowable due to the existence of a bankruptcyits successor. However, reorganization unless Nanogen or similar proceeding involving such Borrower. Notwithstanding anything to the contrary its successor consents in this Agreement or in any Loan Documentwriting, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, neither Nanogen nor its successor shall be required to pledge perform the affirmative obligations of CombiMatrix under such License. If, notwithstanding the foregoing, any License is terminated as result of Nanogen's, or its assets successor in interest's, foreclosure, or otherwise provide any security acceptance of any a conveyance in lieu of foreclosure, a new license between Nanogen, or the new owner of the Loans Patent if not Nanogen, and any terminated Licensee shall be deemed created, with no further instrument required, on the same terms as any License that terminated so long as the Licensee is required to perform its material obligations under the License for the benefit of Nanogen or any of the obligations of the Borrowers under any of the Loan Documentsits successor and, (ii) no Borrower unless Nanogen or Subsidiary its successor consents in writing, neither Nanogen nor its successor shall be required to pledgeperform the affirmative obligations of CombiMatrix under such License. Nanogen, directly or indirectly, more than 65% the new owner of the stock of any CFCPatent if not Nanogen, and (iii) no security interestany terminated Licensee shall execute a new license agreement on the same terms as the particular terminated License, pledge at the request of either so long as the Licensee is required to perform its material obligations under the License for the benefit of Nanogen or assignment its successor and, unless Nanogen or its successor consents in writing, neither Nanogen nor its successor shall attach be required to any Excluded Collateral prior to perform the occurrence affirmative obligations of an Event of DefaultCombiMatrix under such License.

Security Interest. Each As collateral security for the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations, the Borrower hereby assigns assigns, pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, as agent for the ratable benefit of the LendersSecured Parties, a first first-priority lien on and security interest in all of such the Borrower’s right, title and interest in in, to and to under (but none of its obligations under) the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Collateral, whether now existing or owned or hereafter arising or acquired by such the Borrower, including all proceeds of any and all of wherever located. The Borrower hereby authorizes the foregoing or hereinafter-described Collateral (includingAdministrative Agent, without limitation, proceeds that constitute property of as agent for the types described herein) andSecured Parties, to file an “all assets” financing statement to evidence the extent security interest granted in the Collateral hereunder. The assignment under this Section 6.1 does not otherwise included, all policies of insurance on any property of such Borrower constitute and all payments and proceeds under any such insurance (whether is not intended to result in a creation or not an assumption by the Administrative Agent is Agent, the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans Managing Agents or any of the obligations Secured Parties of any obligation of the Borrowers Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Transferred Loans to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent, as agent for the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Administrative Agent, the Managing Agents or any Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent, the Managing Agents or any Secured Party be obligated to perform any of the Loan Documents, (ii) no Borrower obligations or Subsidiary shall be required to pledge, directly or indirectly, more than 65% duties of the stock of Borrower thereunder or to take any CFC, and (iii) no security interest, pledge action to collect or assignment shall attach to enforce any Excluded Collateral prior to the occurrence of an Event of Defaultclaim for payment assigned hereunder.

Security Interest. Each Borrower hereby assigns and pledges to In the Administrative Agentevent of a default that has not been cured within 3 business days, for the ratable benefit of the Lenders, and borrower hereby grants to Lender, the Administrative Agent, for the ratable benefit of the Lenderssecured party hereunder, a continuing security interest subject to the first priority security interest in all of such Borrower’s right, title and interest granted to Cedar Advance LLC (“Cedar Interest”) in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the foregoing granting of this security interest, regardless of how they arise or hereinafter-described Collateral (by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, proceeds all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that constitute property of Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the types described hereinacquisition or creation thereof: (i) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under amounts owing to Borrower now or in the future from any such insurance (whether merchant processor(s) processing charges made by customers of Borrower via credit card or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateraldebit card transactions; and (ii) all books of account other tangible and recordsintangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including all computer software relating thereto. This Agreement secures the payment certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Documentcredit rights, (i) no Subsidiary that is a CFCaccounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or that is owned in whole or in partGuarantor, directly or indirectlyif applicable, by a Subsidiary that is a CFCpursuant to Section 12) grants includes all accessions, shall be required to pledge any of its assets or otherwise provide attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no interest in household goods in which Xxxxxx is forbidden by law from taking a security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of the Obligations and hereby grants, assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Buyer a fully perfected first priority security interest in all of the Purchased Mortgage Loans, any Agency Security or right to receive such Borrower’s right, title and interest in and Agency Security when issued to the Collateral extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (subject to Liens permitted by this Agreement the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other Loan Documentcontract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), whether now owned or hereafter acquired by such Borrower, including all proceeds of any general intangibles and all of other assets relating to the foregoing or hereinafter-described Collateral Purchased Mortgage Loans (including, without limitation, proceeds that constitute property of the types described hereinany other accounts) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing Collateral and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all cash proceeds of the Collateral; and all books of account and recordsinstances, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers whether now owned or hereafter acquired, now existing or arising. Without limiting hereafter created (collectively, the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default“Repurchase Assets”).

Security Interest. Each Borrower hereby assigns This Deed of Trust is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority security interest in in, all sums on deposit with Lender pursuant to the provisions of such Article III hereof or any other Section hereof or of any other Loan Document and Borrower’s right, title and interest in all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and to other personal property included within the Collateral (subject to Liens permitted by this Agreement Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof, provided that Lender shall have no security interest in, or any other Loan Documentrights to, any insurance proceeds derived from insurance coverage not expressly required by Lender pursuant to Section 2.3 (said property is hereinafter referred to collectively as the “Collateral”), whether now owned or hereafter acquired not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Premises and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Borrower’s leasehold interest in any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoproperty which is leased by Borrower. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures all of the payment foregoing property shall be owned by Borrower and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall, from time to time upon the request of Lender (which request shall not be made more often than once during any twelve (12) month period unless an Event of Default shall have occurred), supply Lender with a current inventory of all amounts that constitute part of the Obligations and would be owed by each property in which Lender is granted a security interest hereunder, in such detail as Lender may reasonably require. Borrower shall promptly replace all of the Collateral subject to the Administrative Agent lien or security interest of this Deed of Trust when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, remove from the Premises or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, Deed of Trust except (i) no Subsidiary such as is replaced by an article of equal suitability and value as above provided, owned by Borrower free and clear of any lien or security interest except that created by this Deed of Trust and the other Loan Documents, or (ii) such that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, not reasonably necessary for the effective operation of the Property. All of the Collateral shall be required to pledge any of its assets or otherwise provide any security of any kept at the location of the Loans or any of Premises except as otherwise required by the obligations of the Borrowers under any terms of the Loan Documents, (ii) no . Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% not use any of the stock Collateral in violation of any CFCapplicable statute, and (iii) no security interest, pledge ordinance or assignment shall attach to any Excluded Collateral prior insurance policy. This Deed of Trust constitutes a financing statement filed as a fixture filing pursuant to the occurrence provisions of an Event Division 9 of Defaultthe California Commercial Code, with respect to those portions of the Premises consisting of goods which are or are to become fixtures relating to the Premises. Borrower grants to Lender a security interest in all existing and future goods which are now or in the future become fixtures relating to the Premises and proceeds thereof. Borrower covenants and agrees that the filing of this Deed of Trust in the real estate records of the county where the Premises are located shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 of the California Commercial Code. Without the prior written consent of Lender, Borrower shall not create or suffer to be created pursuant to the California Commercial Code, any other security interest in such items, including replacements and additions thereto, other than as permitted pursuant to the terms of the Loan Documents.

Security Interest. Each As security for the prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Administrative AgentLender, for and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the ratable benefit interests of Xxxxxx Xxx and Freddie Mac as set forth in Section 4.02 and in the related Xxxxxx Xxx Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in interest, in, to, and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)under, whether now owned or hereafter acquired by such Borroweracquired, including all proceeds of any and in all of the foregoing following, whether now or hereinafter-described Collateral hereafter existing and wherever located: (includingi) the Pledged Servicing Rights whether or not yet accrued, without limitation, proceeds that constitute property earned due or payable as well as all other present and future rights and interests of the types described hereinBorrower in such Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) andthe Servicing Contracts (other than the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other than the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, to the extent not otherwise includedthat a related Acknowledgement Agreement has been executed, all policies of insurance on any property of such Borrower and all payments rights and proceeds under any such insurance claims thereunder, (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and iv) all books of account and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) (v) the Collection Account and all computer software relating thereto. This Agreement secures amounts on deposit therein, (vi) all amounts to which Lender is entitled to on deposit in the payment of all Obligations Cash Management Account pursuant to the terms of the Borrowers now Intercreditor Agreement and Cash Management Agreement, to the extent applicable to the Pledged Servicing Rights related solely to the Xxxxxx Xxx Lender Contracts, and (vii) all monies due or hereafter existing or arising. Without limiting to become due with respect to the generality foregoing and all proceeds of the foregoingforegoing (collectively, this Agreement secures the payment of all amounts “Collateral”); provided that constitute part of the Obligations and would be owed by each Borrower shall not assign or pledge to the Administrative Agent and Lender, or a grant a security interest in any of the Lenders but for the fact that they are unenforceable Excluded Amounts or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultExcess Yield.

Security Interest. Each Borrower Pledgor hereby unconditionally grants and assigns to the Secured Parties, and pledges their respective successors and permitted assigns, a continuing security interest in and security title to (a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the Loan Agreement, the Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the Agreement Date, and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in Agent all of such Borrower’s its right, title and interest in and to the Collateral (subject Pledged Interests, together with certificates with respect to Liens permitted by this Agreement or any other Loan Document)Certificated Ownership Interests, whether now owned or hereafter acquired by such Borrowerand undated stock powers endorsed in blank with respect to Certificated Ownership Interests, including all proceeds as security for the payment of any and all of the foregoing Guarantied Obligations of each Pledgor under this Agreement and the Guaranty and any extensions, renewals or hereinafter-described Collateral (amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, proceeds that constitute property of the types described herein) andall voting, to the extent not otherwise included, all policies of insurance on any property of such Borrower consensual and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFCdividend rights, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to remain in such Pledgor until the occurrence and during the continuance of an Event of DefaultDefault and until the Administrative Agent shall notify such Pledgor of the Administrative Agent’s exercise of voting and dividend rights to the Pledged Interests pursuant to Section 9 hereof.

Security Interest. Each (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Party, including, without limitation, the Aggregate Contingent Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereinafter existing or arising, due or to become due, direct or indirect, the Borrower hereby assigns pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing, first priority security interest in in, and assignment of, all of such the Borrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral (subject to Liens permitted Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit to fully secure any Advances contemplated herein. All of the Lenders)rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, or however, that this definition of “Collateral” does not limit any indemnity warranty or guaranty payable by reason of loss or damage other collateral that may be pledged to or otherwise with respect to any of secure the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers Advances under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultother Transaction Document.

Security Interest. This Agreement creates a valid security interest that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower hereby assigns has the right and pledges power to grant the security interests in the Collateral to the Administrative Agent, for the ratable benefit of the LendersParent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such each Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds sole and complete owner of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations free from any Lien other than (i) Liens in favor of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part Parent in respect of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documentshereunder, (ii) no Borrower statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or Subsidiary shall be required to pledge, directly or indirectly, more than 65% for which there are adequate reserves on the financial statements of the stock of any CFCBorrowers (if such reserves are required pursuant to GAAP), and (iii) no security interestinchoate mechanics’ and materialmen’s Liens for construction in progress, pledge (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of any Borrower, (v) zoning restrictions, utility easements, rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or assignment shall attach otherwise are typical for the applicable property type and locality and that, individually or in the aggregate, would not reasonably be expected to any Excluded Collateral prior materially interfere with the Borrowers’ ability to conduct their businesses as currently conducted, (vi) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of business, (vii) Liens reflected in the Company SEC Reports, (viii) the Lien described on Section 5.17 of the Company Disclosure Schedule to the occurrence Merger Agreement and (ix) Liens (x) of an Event of Default.a collection bank arising under Section

Security Interest. Each Borrower hereby assigns and pledges To secure the prompt payment of all of each Debtor's Obligations (as defined in the Loan Agreement referred to below) to the Administrative AgentSecured Party, for under that certain Loan Agreement between the ratable benefit Secured Party and the Debtors with respect to the loans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and all of the Lendersother Loan Documents (as defined in the Loan Agreement), and each Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a continuing first priority lien and security interest in and right of setoff against all of such Borrower’s rightDebtor's rights, title and interest, including without limitation such Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), in and to the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the "Custodian"): the Fund trust accounts specified in Exhibit A, attached hereto and made a part hereof in the name of the Debtor (collectively the "Securities Account"), together with all of such Debtor's rights, title and interest in and to all securities and financial assets (as such terms are defined in Article 8 of the Collateral UCC) therein and all principal, interest, distributions, dividends (subject to Liens permitted by this Agreement whether cash or any other Loan Documentstock), whether now owned income, earnings, cash and other rights at any time received or hereafter acquired by such Borrowerreceivable or otherwise distributed in respect of or in exchange therefor, including and all additions to, all replacements of, all substitutions for, and all proceeds of any and or all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing being sometimes collectively referred to herein as the "Collateral" of such Debtor). The Secured Party may also prepare and file on behalf of Debtors appropriate UCC-1 financing statements evidencing the Secured Party's interest in the Collateral all cash proceeds under Article 9 of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultUCC.

Security Interest. Each Borrower To secure the prompt payment to Laurus of the Obligations, Company hereby assigns assigns, pledges and pledges grants to Laurus a continuing security interest in and Lien upon all of the Collateral. All of Company's Books and Records relating to the Administrative AgentCollateral shall, until delivered to or removed by Laurus, be kept by Company in trust for Laurus until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Company shall be deemed to include the foregoing grant, whether or not the same appears therein. Company hereby (i) authorizes Laurus to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the UCC for the ratable benefit sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Laurus to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Company acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Laurus and agrees that it will not do so without the prior written consent of Laurus, subject to Company's rights under Section 9-509(d)(2) of the Lenders, and UCC. Company hereby grants to Laurus an irrevocable, non-exclusive license (exercisable upon the Administrative Agent, for the ratable benefit termination of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement due to an occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Company) to use, license or sublicense any other Loan Document)Intellectual Property now owned, whether now owned licensed to, or hereafter acquired by Company, and wherever the same may be located, and including in such Borrower, including license access to all proceeds of media in which any and all of the foregoing licensed items may be recorded or hereinafter-described Collateral (includingstored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, without limitation, proceeds that constitute property of the types described herein) and, and to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under that any such insurance (whether license or sublicense is not or will not be in conflict with the Administrative Agent is contractual or commercial rights of any third Person; provided, that such license will terminate on the loss payee thereof, for the ratable benefit termination of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; this Agreement and all books of account and records, including all computer software relating thereto. This Agreement secures the payment in full of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultObligations.

Security Interest. Each To secure the due payment and performance by Borrower of all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, of Borrower to Lender under, arising out of or in any way connected with this Agreement, the Note(s) and all agreements, guaranties, instruments and other documents executed and delivered in connection herewith or therewith, or otherwise, and to secure any other indebtedness, liabilities and obligations of Borrower to Lender, whether now existing or hereafter arising (all hereinafter referred to collectively as the "Obligations"), Borrower hereby assigns assigns, grants, mortgages, pledges, hypothecates, transfers and pledges sets over to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority lien on and security interest in (i) the property of Borrower set forth in the Schedule to the Note(s) (the "Equipment"), together with all accessories, attachments and accessions now or hereafter affixed thereto and all substitutions and replacements of, and proceeds of the foregoing, plus any and all chattel paper, accounts, contract rights and general intangibles arising from the sale, lease or other disposition thereof, including but not limited to insurance proceeds and general intangibles, (ii) any cash or cash equivalents held by Lender on Borrower's behalf, including, without limitation, any refunds, security deposits or undisbursed advances or proceeds arising in connection with any loan or equipment lease (whether given hereunder or otherwise), (iii) all property, tangible or intangible, in which Lender has or may acquire hereafter a security interest, and (iv) all of such Borrower’s right's present and future accounts, title documents, general intangibles, and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)personal property, whether now owned or hereafter acquired by such Borrower, including and wherever located (all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of hereinafter referred to as the types described herein) and, "Collateral"). Lender shall not be obligated to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to release its security interest in any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of until all Obligations of the Borrowers now or hereafter existing or arisingBorrower to Lender are paid and performed in full. Without limiting the generality of the foregoingAny security deposit made by Borrower to Lender, this Agreement secures and not subject to a separate Security Deposit Agreement, shall be held by Lender to secure the payment of all amounts that constitute part and performance of the Obligations and would may not be owed used by each Borrower to for any payments due under the Administrative Agent and any of the Lenders but for the fact that they are unenforceable Note(s) or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Documentother loan documents. Lender may, (i) no Subsidiary that but is a CFCnot obligated to, or that is owned in whole or in partapply the security deposit to cure any monetary default, directly or indirectly, by a Subsidiary that is a CFC, shall and Borrower agrees to immediately restore the security deposit to its full amount. Except as may otherwise be required to pledge by applicable law, the security deposit may be commingled with Lender's other funds and any of its assets or otherwise provide any security of any unapplied portion of the Loans or any security deposit will be refunded to Borrower without interest only upon full payment and performance of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultObligations.

Security Interest. Each (a) Borrower hereby assigns acknowledges and pledges agrees that the Cash Management Account and the Lockbox Accounts are subject to the Administrative Agentsole dominion, for control and discretion of Lender, its authorized agents or designees, including Lockbox Bank. Borrower shall not have the ratable benefit right of withdrawal with respect to either the Lockbox Account or the Cash Management Account; provided, however, that the foregoing provision shall not be deemed to limit the provision of Section 12.2(b) above. To secure the full and punctual payment of the LendersDebt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, and Borrower hereby grants to Lender a first-priority continuing security interest in the Administrative AgentLockbox Account and Cash Management Account, for and until such time as disbursed therefrom in accordance with the ratable benefit provisions of this Article XII, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investments, and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the Lendersforegoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 12.3(a) as a first priority continuing security interest in all of such Borrower’s and will defend the right, title and interest of Lender in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any Lockbox Account and all of Cash Management Account against the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower claims and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment demands of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultPersons whomsoever.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of the LendersObligations and the Guarantor’s obligations hereunder, and hereby the Guarantor grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing perfected lien and/or floating charge on and security interest in all of such BorrowerGuarantor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Documentas hereinafter described). The term “Collateral” is and consists of all of the kinds and types of property described in subsections (A) through (J) hereof, whether now owned or hereafter at any time arising, acquired or created by such BorrowerGuarantor and wherever located, including and includes all proceeds of any replacements, additions, accessions, substitutions, and repairs, relating thereto or therefrom (all of the foregoing capitalized terms used in the following subsections, unless otherwise defined herein, shall have the meanings ascribed to such terms under the Uniform Commercial Code as in effect in the State of New York, as applicable): (A) Accounts; (B) Deposit Accounts; (C) Documents of Title; (D) Equipment; (E) General Intangibles; (F) Inventory; (G) Investment Property; (H) Intellectual Property; (I) property of the Guarantor of the type described in the definition of the term “Other Collateral” contained in the Loan Agreement; and (J) proceeds of all or hereinafter-any of the property described Collateral (above, including, without limitation, the proceeds that constitute property of any insurance policies covering any of the types above described herein) and, property. The Guarantor hereby authorizes Lender to record without such Guarantor’s signature any and all financing statements deemed necessary or appropriate by Lender to the extent not otherwise included, all policies perfection of insurance on any property its security interest in the Collateral. The Guarantor agrees that Lender shall have the rights and remedies of such Borrower and all payments and proceeds a secured party under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit Uniform Commercial Code of the Lenders)State of New York, as now existing or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise hereafter amended, with respect to any all of the foregoing Collateral aforesaid property, including, without limitation, thereof, the right to sell or otherwise dispose of any or all cash of such property and apply the proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures such sale to the payment of all Obligations of the Borrowers now or hereafter existing or arisingObligations. Without limiting the generality of the foregoingIn addition, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and at any of the Lenders but for the fact that they are unenforceable or not allowable due to time during the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default, Lender may, in its discretion, without notice to any Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Obligations (i) any indebtedness due from Lender to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of Lender whether for deposit or otherwise.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority security interest in all of such Borrower’s the following (collectively, the "Collateral"): all right, title and interest of Borrower in and to all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter arising or acquired by such Borrowerand wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including all proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the foregoing or hereinafter-described above, and all Borrower's books relating to any and all of the above. Notwithstanding the foregoing, the Collateral shall not include any such property (the "Excluded Property"): (i) which is a license of Intellectual Property to Borrower, pursuant to a license which is nonassignable by its terms without the consent of the licensor thereof (but only to the extent such prohibition on assignability is enforceable under applicable law, including, without limitation, proceeds that constitute property Section 9408 of the types described hereinCode), and as to any such licenses, Borrower represents and warrants that they are non-exclusive and replaceable on commercially reasonable terms; (ii) and, which is a lease of Equipment leased to Borrower pursuant to a capital lease which by its terms is non-assignable (but only to the extent not otherwise includedsuch prohibition on assignability is enforceable under applicable law, all policies including, without limitation, Sections 9407 of insurance on any the Code); (iii) if the granting of a security interest in the property is prohibited by enforceable provisions of such Borrower and all payments and proceeds under applicable law, provided that upon the cessation of any such insurance (whether or not the Administrative Agent is the loss payee thereofprohibition, for the ratable benefit such property shall automatically become part of the Lenders)Collateral, and Borrower represents and warrants that such property is and will not be material to its business; or any indemnity warranty or guaranty payable by reason (iv) that is subject to a Lien that is permitted pursuant to clause (i) of loss or damage to or otherwise the definition of Permitted Liens, if the grant of a security interest with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and such property would be owed prohibited by each Borrower the agreement creating such Permitted Lien or would otherwise constitute a default thereunder, but only to the Administrative Agent extent such prohibition is enforceable under applicable law, and any provided, that such property will be deemed "Collateral" hereunder upon the termination and release of the Lenders but for the fact such Permitted Lien; or (v) that they are unenforceable or not allowable due to the existence consists of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security outstanding capital stock of any Foreign Sub in excess of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the voting power of all classes of capital stock of any CFCsuch Foreign Sub entitled to vote. Borrower represents and warrants to Lender that none of the Excluded Property is material to Borrower's business or includes Intellectual Property which is licensed by the Borrower to its customers or incorporated in products licensed or sold by the Borrower to its customers. Borrower shall not, and (iii) no security interesthereafter, pledge or assignment shall attach to without Lender's prior written consent, acquire any Excluded Collateral prior Property which is or will be material to Borrower's business or which is licensed by the occurrence of an Event of DefaultBorrower to its customers or incorporated in products licensed or sold by the Borrower to its customers. 3.

Security Interest. Each Borrower As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns and pledges to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors, and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors, a first priority security interest in in, all of such Borrower’s the Seller's right, title and interest in and to (A) the Collateral Originator Purchase Agreement and the Undertaking Agreement, including, without limitation, (subject i) all rights of the Seller to Liens permitted by this receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking Agreement, (iii) all rights of the Seller to receive proceeds of any other Loan Document)insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired by such Borroweror arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, and (C) to the extent not included in the foregoing, all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower You hereby assigns grant BAS, BANA and pledges to each of our affiliates (collectively, "BofA Entities") a continuing security interest in, lien on, and right of set-off with respect to, all Financial Instruments and other property, including cash balances (collectively, "Property"), now or hereafter held or carried by any BofA Entity in your accounts, including any Property in transit or held by others on behalf of a BofA Entity and all proceeds of the Administrative Agentforegoing, as collateral security for the ratable benefit payment and performance of the Lendersall your obligations to any BofA Entity, and hereby grants to the Administrative Agentnow existing or hereinafter arising, for the ratable benefit of the Lenders, a first priority security interest in all of whether or not such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by obligations arise under this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of agreement between any BofA Entity and all you and irrespective of the foregoing number of accounts you may have with the BofA Entities or hereinafter-described Collateral (includingwhich BofA Entity holds such Property, together with all expenses of the BofA Entities in connection therewith. In order to satisfy such obligations, each BofA Entity is authorized to sell and/or purchase any Property in any of your accounts, or to liquidate any open options or redeem money market funds in any of your accounts, without limitationnotice. In enforcing this security interest, proceeds that constitute property each BofA Entity shall have all the rights and remedies available to a secured party under the Uniform Commercial Code ("UCC"). Each BofA Entity shall, without your further consent, comply with any orders or instructions of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise each other BofA Entity with respect to such Property, including any entitlement orders (as defined in Section 8-102(a)(9) of the foregoing Collateral all cash proceeds UCC). Each BofA Entity shall hold any such Property both as secured party and, for purposes of Section 8-106(d)(3) of the Collateral; UCC, as agent and bailee of each other BofA Entity. Each BofA Entity agrees that all books of account and records, including all computer software relating thereto. This Property held by it in connection with this Agreement secures the payment of all Obligations shall be treated as a "financial asset" under Section 8-102(a)(9) of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultUCC.

Security Interest. Each Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds, in each case, relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts or VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of such Borrower’s rightSeller in escrow accounts) and any other contract rights, title accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and interest other assets, in and each case, relating to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral Purchased Mortgage Loans (including, without limitation, proceeds that constitute property any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the types described hereinPurchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise distributions with respect to any of the foregoing Collateral and any other property, rights, title or interests as are specified on a Request for Certification and/or Trust Receipt and Certification, in all cash proceeds instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”); provided, however, as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Buyer of the Collateral; and all books of account and records, including all computer software relating Repurchase Price with respect thereto. This Agreement secures Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the payment of all Obligations of Sellers hereby authorize the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Buyer to file financing statements relating to the Administrative Agent and Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any of the Lenders but for the fact that they are unenforceable financing statement or not allowable due statements prepared pursuant to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSection.

Security Interest. Each Borrower Seller hereby grants, collaterally assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenderseach Buyer Entity, as security and hereby grants to the Administrative Agent, margin for the ratable benefit payment and performance of all Obligations of each Seller to any Buyer Entity in the Lenders, Buyer Group a first priority security interest in all of such BorrowerSeller’s rightrights, title interests and interest title, if any, to in and to or under the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired acquired, now existing or hereafter created: (a) each Deposit Account, Securities Account or other trust or custodial account maintained for any Seller by or with any Buyer Entity in the Buyer Group pursuant to a Governing Agreement or any related Program Agreement; (b) all property (including Security Entitlements) now or hereafter credited to or held in any such Borroweraccount or otherwise held, including all proceeds or carried by or through, or subject to the control of any Buyer Entity in the Buyer Group or agent thereof in connection with a Governing Agreement whether fully paid or otherwise; (c) all rights under the Governing Agreements and all of the foregoing or hereinafter-described Collateral (any related Program Agreements, including, without limitation, proceeds that constitute property all rights of any Seller in any obligation of any Buyer Entity in the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower Buyer Group and all payments and proceeds under rights of any such insurance (whether Seller in or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), to any Activity in connection with a Governing Agreement or any indemnity warranty related Program Agreement; (d) all Accounts, Chattel Paper, Commodity Accounts, Commodity Contracts, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights and Securities held under or guaranty payable by reason constituting collateral or security under or pursuant to any Governing Agreement or any related Program Agreement (including any “Pledged Collateral” as defined in the Depositor Equity Pledge Agreement); and (e) all Proceeds of loss or damage to or otherwise with respect to distributions on any of the foregoing Collateral all cash proceeds (collectively, clauses (a) through (e) (“Margin”)). The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder. In addition to any other provisions, obligations or understandings of the Collateral; Sellers under any Governing Agreement, or 2014057.06-NYCSR07A - MSW otherwise, each Seller hereby acknowledges and all books of account and records, including all computer software relating thereto. This agrees that the foregoing grant is intended to use each Seller’s Margin as security (limited to the Margin pledged by each Seller unless any Seller provides additional recourse in any Governing Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arisingelsewhere) for any Seller’s Obligations. Without limiting the generality characterization of this Agreement as a master netting agreement, the grant herein is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Activities under the Governing Agreements as defined under Sections 101(47)(A)(v), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(A)(xi), 761(4)(J), of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultBankruptcy Code.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the LendersObligations, each Loan Party hereby assigns, pledges and hereby grants to the Administrative Agent, as agent for the ratable benefit of the LendersSecured Parties, a first first-priority lien on and security interest in all of such BorrowerLoan Party’s right, title and interest in in, to and to under (but none of its obligations under) the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Collateral, whether now existing or owned or hereafter arising or acquired by such Loan Party, and wherever located. The Loan Parties hereby authorize the Administrative Agent, as agent for the Secured Parties, to file an “all assets” (other than, in the case of the Borrower, including all proceeds of any the Excluded Property) financing statement to evidence the security interest granted in the Collateral hereunder. The assignment under this Section 6.1 does not constitute and all of the foregoing is not intended to result in a creation or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not an assumption by the Administrative Agent is Agent, the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans Managing Agents or any of the obligations Secured Parties of any obligation of the Borrowers Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Loans to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent, as agent for the Secured Parties, of any of its rights in the Collateral shall not release any Loan Party from any of its duties or obligations under the Collateral, and (c) none of the Administrative Agent, the Managing Agents or any Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent, the Managing Agents or any Secured Party be obligated to perform any of the Loan Documents, (ii) no Borrower obligations or Subsidiary shall be required to pledge, directly or indirectly, more than 65% duties of the stock of Loan Parties thereunder or to take any CFC, and (iii) no security interest, pledge action to collect or assignment shall attach to enforce any Excluded Collateral prior to the occurrence of an Event of Defaultclaim for payment assigned hereunder. Section 6.2.

Security Interest. Each Borrower To secure payment and performance of the Liabilities, each Obligor hereby assigns and pledges grants to the Administrative Agent, for the ratable benefit of the Lenders, Agent and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority right of setoff against and a continuing security interest in all personal property and interests in property of such Borrower’s rightObligor, title and interest including without limitation all interests of such Obligor in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following property, whether now owned or hereafter acquired by such BorrowerObligor and wheresoever located: (i) Accounts, contract rights and other General Intangibles (including all proceeds payment intangibles and software but excluding Motor Sports License Agreements to the extent that (a) such agreements are not capable of being encumbered under the terms thereof without the consent of the licensor (but only to the extent such restriction is enforceable under applicable law) and (b) such consent has not been obtained), tort claims, Investment Property, tax refunds, chattel paper (including electronic chattel paper), instruments, notes, letters of credit, letter of credit rights, supporting obligations, documents, and documents of title; (ii) Inventory; (iii) goods and Equipment (including embedded software) and fixtures; (iv) such Obligor's deposit accounts (general or special) and credits and other claims against Agent or any Lender, or any other financial institution with which such Obligor maintains deposits; (v) such Obligor's monies, and any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute other property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any and interests in property of such Borrower and all payments and proceeds under Obligor now or hereafter coming into the actual possession, custody or control of Agent or any such insurance Lender or any agent or affiliate of Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or not the Administrative Agent is the loss payee thereof, for the ratable benefit otherwise); (vi) insurance proceeds of or relating to any of the Lenders)foregoing; (vii) insurance proceeds relating to any key man life insurance policy covering the life of any director, officer, employee or any indemnity warranty former director, officer or guaranty payable by reason employee of loss or damage such Obligor; (viii) insurance proceeds relating to or otherwise with respect business interruption insurance; (ix) books and records relating to any of the foregoing Collateral and (x) all cash proceeds of other rights to payment not included in the Collateral; foregoing and all books of account accessions and recordsadditions to, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoingsubstitutions for, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent replacements, products and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyproceeds, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultforegoing.

Security Interest. Each Borrower As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee of each Grantor, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the LendersSecured Parties, a first priority security interest in (the “Security Interest”) in, all of such Borrower’s right, title and or interest in and or to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing following assets and properties now owned or hereinafterat any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): all Accounts and Deposit Accounts; all Chattel Paper; all Documents; all Equipment; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all books and records pertaining to the Article 9 Collateral; all Fixtures; all letter-described of-credit rights, but only to the extent constituting a supporting obligation for other Article 9 Collateral (including, without limitation, proceeds that constitute property as to which perfection of security interests in such Article 9 Collateral is accomplished solely by the types described herein) and, filing of a UCC financing statement; all Intellectual Property; all Commercial Tort Claims listed on Schedule 16 to the Perfection Certificate and on any supplement thereto received by the Administrative Agent pursuant to Section 3.03(e); and to the extent not otherwise included, all policies Proceeds and products of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)foregoing and all Supporting Obligations, or collateral security and guarantees given by any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise Person with respect to any of the foregoing Collateral all cash proceeds of the Collateralforegoing; and all books of account and recordsprovided that, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding notwithstanding anything to the contrary in this Agreement, this Agreement or shall not constitute a grant of a security interest in any Loan DocumentExcluded Asset. Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) no Subsidiary that is a CFC, indicate the Article 9 Collateral as “all assets” or that is owned in whole “all personal property” of such Grantor or in part, directly words of similar effect as being of an equal or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets lesser scope or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, with greater detail and (ii) no Borrower or Subsidiary shall be contain the information required to pledge, directly or indirectly, more than 65% by Article 9 of the stock Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any CFCfinancing statement or amendment, and (iii) no security interestincluding whether such Grantor is an organization, pledge or assignment shall attach the type of organization and, if required, any organizational identification number issued to any Excluded Collateral prior such Grantor. Each Grantor agrees to provide such information to the occurrence of an Event of DefaultAdministrative Agent promptly upon any reasonable request.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Silicon a first priority security interest in all of such Borrower’s the following (collectively, the “Collateral”): all right, title and interest of Borrower in and to all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter arising or acquired by such Borrowerand wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including all proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the foregoing or hereinafter-described Collateral (includingabove, without limitation, proceeds that constitute property and all Borrower’s books relating to any and all of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretoabove. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures the payment of all amounts that constitute part of security interest granted herein does not extend to, and the Obligations and would be owed by each Borrower to term “Collateral” does not include, the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, following: (iA) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any CFCforeign subsidiary which shares entitle the holder thereof to vote for directors or any other matter; and (B) any license or rights under any contract or rights as lessee of any equipment or software, to the extent that (i) the grant of a security interest therein would be contrary to applicable law, or (ii) such license or contract or lease prohibits the grant of a security interest therein (but only to the extent such prohibition is enforceable under applicable law). Except as disclosed on Exhibit 1 hereto, Borrower represents and warrants to Silicon that it is not presently a party to, nor is it bound by, any material in-bound software license relating to its SLMS, access node or IMACS product lines (which Borrower represents are all of its material product lines) which prohibits Borrower from granting a security interest therein to Silicon (to the extent such prohibition is enforceable under applicable law). Borrower shall not, hereafter, without Silicon’s prior written consent, enter into any material in-bound software license relating to its SLMS, access node or IMACAS product lines which prohibits Borrower from granting a security interest therein to Silicon (to the extent such prohibition is enforceable under applicable law), unless Borrower uses commercially reasonable efforts to have such prohibition removed, and (iii) no security interestin the event Borrower is not successful in having such prohibition removed, pledge or assignment Borrower shall attach give prompt written notice thereof to any Excluded Collateral prior to the occurrence of an Event of DefaultSilicon.

Security Interest. Each Borrower As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby pledges, assigns and pledges to grants unto the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in in, all of such Borrower’s Grantor's right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement or any other Loan Documentthe "SECURITY INTEREST"), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of all amounts that constitute part of perfecting, confirming, continuing, enforcing or protecting the Obligations and would be owed Security Interest granted by each Borrower to Grantor, without the Administrative signature of any Grantor, and naming the appropriate Grantor or Grantors as debtors and the Collateral Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borroweras secured party. Notwithstanding anything herein to the contrary contrary, in this Agreement no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's rights or interests in any Loan DocumentGeneral Intangibles, (i) no Subsidiary that contracts or agreements to which such Grantor is a CFC, party on the date hereof or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets rights or otherwise provide interests thereunder to the extent, but only to the extent, that such a grant would, under the terms thereof, result in a breach of the terms of, or constitute a default thereunder (other than to the extent that any security such term would be rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial Code of any of the Loans relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); PROVIDED, that immediately upon the obligations ineffectiveness, waiver, lapse or termination of any such provision, the Borrowers under any of the Loan DocumentsCollateral shall include, (ii) no Borrower or Subsidiary and such Grantor shall be required deemed to pledgehave granted a security interest in, directly or indirectlyall such rights and interests as if such provision had never been in effect. In addition, notwithstanding anything herein to the contrary, in no event shall the Collateral include more than 65% of the stock issued and outstanding voting Equity Interests of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultForeign Subsidiary.

Security Interest. Each Borrower hereby assigns and pledges Tenant grants and, from time to time during the Administrative Agentterm upon request by Landlord, for the ratable benefit of the Lenders, and hereby grants will grant to the Administrative Agent, for the ratable benefit of the Lenders, a first priority Landlord security interest interests in all of such Borrower’s right, title and interest in and to the Collateral (subject hereinafter defined) for the purpose of securing payment of all indebtedness, obligations and liabilities of Tenant to Liens permitted by Landlord, under this Agreement Lease or any other Loan Document)document or instrument relating to this Lease and performance of all agreements, whether now owned covenants, terms and conditions contained in this Lease or hereafter acquired by such Borrowerany document or instrument relating to this Lease, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property payment of the types described herein) and, Rent. Tenant hereby consents to the extent not otherwise included, all policies of insurance on any property filing of such Borrower financing statements as Landlord may require in order to perfect such security interests. "Collateral" means all personal property, trade fixtures, equipment, furniture and furnishings which are now or may hereafter be located in the Premises and all payments and proceeds under any such insurance (whether from the sale, transfer or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans foregoing. The inclusion in Collateral of any property which may now be, or hereafter become, affixed or in any manner attached to the Premises shall be without prejudice to any claim at any time made by Landlord that such Collateral is, or has become, a part of the obligations Real Property, or an accession to the Real Property. Tenant represents and warrants that as of the Borrowers under date of this Lease there are no security interests in the Collateral and that the security interest granted to Landlord will be prior to any other security interest in the Collateral. Tenant agrees that it will: (a) keep the Collateral insured and in good repair; (b) not grant any additional security interests in the Collateral; (c) not sell, lease or transfer the Collateral or move the Collateral to another location, except that Tenant may sell Collateral at the end of its useful life; and (d) notify Landlord of any change of name or form of business organization of Tenant. Tenant represents and warrants that it is the owner of all of the Loan Documents, (ii) no Borrower Collateral or Subsidiary shall will be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded owner when the Collateral prior to is in the occurrence of an Event of DefaultPremises.

Security Interest. Each Borrower hereby assigns (A) To secure the Borrower’s full and pledges punctual payment and performance of all present and future Indebtedness to the Administrative AgentLender or any successor or transferee thereof, for including without limitation all promissory notes heretofore or hereafter executed by the ratable benefit of Borrower pursuant to the LendersLoan Agreement, in principal, interest, deferral and delinquency charges, prepayment premiums, costs and attorney’s fees, as therein stipulated, or under or pursuant to any present or future hedging or derivative agreements relating to interest rates, currency exchange rates or commodity prices (such as any swap agreement, any cap, collar, floor, exchange or forward transaction, any option, or other similar transaction), the Pledgor hereby pledges, pawns, transfers and grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in and to all of such Borrowerthe following property of the Pledgor, whether now owned or existing or hereafter acquired or arising (collectively the “Collateral”): One Hundred Thousand (100,000) shares of the common stock of NGS Sub. Corp., a Delaware corporation (“NGS Sub”) represented by Certificate No. CS-i dated September 26, 2003, registered in the Pledgor’s name, together with any additional shares of NGS Sub issued hereafter as stock dividends, stock splits or otherwise, or shares received as a result of any merger or consolidation of NGS Sub, all rights of any nature whatsoever which may be issued or granted by NGS Sub to the Pledgor, all right, title and interest in of the Pledgor as a shareholder of NGS Sub including without limitation the right to vote, all certificates and to the Collateral (subject to Liens permitted by this Agreement instruments representing or any evidencing all such shares and rights, all cash, liquidation and other Loan Document), whether dividends now owned or hereafter acquired by such Borrowerdeclared thereon, including all stock redemption payments and all other monies due or to become due thereunder, all stock warrants and other rights to subscribe to securities now or hereafter incident thereto or declared or granted in connection therewith, and all distributions (cash or property) made or to be made in connection therewith or incident thereto, and together with all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures in whatever form. NGS Sub is hereinafter sometimes referred to as the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default“Subsidiary”.

Security Interest. Each Borrower hereby assigns If the Shareholder Approval is not obtained at the Annual Meeting and pledges either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the Company’s Common Stock over which the Holder had, immediately prior to the Administrative Agent, for the ratable benefit execution of the LendersNote Purchase Agreement, and hereby grants to the Administrative Agentdirect or indirect voting power, for the ratable benefit in favor of the LendersProposals or (ii) the Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above: The principal amount of this Note then outstanding, all accrued but unpaid interest and all other obligations owing by the Company pursuant to this Note and the other Transaction Documents, shall immediately be secured by a first priority security interest in all assets of such Borrower’s right, title the Company and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds stock of any and all of the foregoing or hereinafter-described Collateral (includingits subsidiaries, without limitation, proceeds that constitute property of the types described herein) andin all cases, to the extent not otherwise includedpermitted by any applicable court order, all policies of insurance on contract, mortgage, credit agreement or other agreement binding upon or applicable to the Company, its subsidiaries or their respective assets (a "Security Interest"). In the event that the Shareholder Approval is obtained at any property of such Borrower and all payments and proceeds under time within 180 days after the Annual Meeting, any such insurance Security Interest shall terminate on the date immediately following the date that such Shareholder Approval is obtained, and the Holder shall take all actions necessary to cause the termination of any such Security Interest. The Company and the Holder shall promptly enter into customary collateral agreements, including a customary inter-creditor agreement to provide that the Security Interest of the Holder is pari passu with the Security Interest of any other holder of a convertible note sold by the Company pursuant to the Note Purchase Agreement, which are consistent with the term sheet attached hereto as Exhibit C and otherwise reasonably acceptable to the Company and the Holder, granting such Security Interest and providing for the perfection thereof, within 45 days after the date hereof; provided, however, that such agreements shall not become effective unless and until the Company fails to obtain the Shareholder Approval at the Annual Meeting. Subject only to the Security Interests described above, the Company will not grant any security interest or otherwise encumber any assets of the Company or its subsidiaries, including the stock of any such subsidiaries, without the Holder’s prior written consent, which consent may not be unreasonably withheld. If this Note is secured by the Security Interest (whether or not on a pari passu basis), the Administrative Agent is the loss payee thereof, for the ratable benefit Company may incur additional unsecured debt without any consent of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultHolder.

Security Interest. Each Borrower hereby assigns ICI shall direct the Servicer, at the Servicer’s expense, to take all action necessary or desirable to establish and pledges to maintain in favor of the ICI Indenture Trustee, on behalf of the ICI Noteholders, the Administrative Agent, for ICF (as lender/secured party under the ratable benefit of Loan and Security Agreement) and the LendersSeries Enhancers, a valid and enforceable first priority perfected security interest in, to and under (a) each ICF Note and each Lessor Note, (b) all ICI Collections, (c) the ICI Collection Account, each Series Account and each other ICI Securities Account established in accordance with this Indenture, (d) all other ICI Collateral and (e) all income, payments and proceeds of, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement amounts received or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of receivable under any and all of, the foregoing, free and clear of any Lien (other than the foregoing or hereinafter-described Collateral (lien of this Indenture), including, without limitation, proceeds that constitute property filing UCC financing statements and taking such other action to perfect, protect or more fully evidence the lien of this Indenture, as supplemented from time to time, by the ICI Indenture Trustee on behalf of the types described hereinAdministrative Agent, the ICI Noteholders, each Series Enhancer, ICF (as lender/secured party under the Loan and Security Agreement) andand any ICI Control Party, as requested from time to time. ICI shall not, and shall not permit the Servicer to, Grant any lien on any item of collateral securing any ICF Note, any Lessor Note or any other ICI Collateral, except the lien of this Indenture or otherwise expressly permitted by the ICI Relevant Documents. ICI shall not purchase any Lessor Notes where the related Lessor Indenture and other Lessor Relevant Documents do not obligate the Lessor to establish and maintain a valid and enforceable first priority perfected security interest in, to and under the extent not otherwise includedcollateral under the related Lessor Indenture, all policies free and clear of insurance on any property of such Borrower Lien (other than Permitted Liens in and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds beneficially owned items of collateral), including, without limitation, filing UCC financing statements and taking such other action to perfect, protect or more fully evidence the lien of the Collateral; and all books of account and recordsLessor Indenture, including all computer software relating thereto. This Agreement secures as supplemented from time to time by the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultrelated Lessor Indenture Trustee.

Security Interest. Each Subject to the provisions of Section 13 hereof, the Borrower hereby unconditionally grants and assigns and pledges to the Administrative Agent, for the ratable benefit itself and on behalf of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenderstheir respective permitted successors and assigns, a first priority continuing security interest in and security title to the Ownership Interests (limited to 65% of any foreign Restricted Subsidiary)and any other shares of capital stock, membership interests or partnership interests of any Restricted Subsidiary of the Borrower obtained in the future, and in each case, all certificates representing such shares, all rights, options, warrant, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence, all of such Borrower’s which shall constitute "Ownership Interests" hereunder. The Borrower has delivered to and deposited with the Administrative Agent all of its right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Ownership Interests, whether now owned or hereafter acquired by such Borrowertogether with certificates representing the Ownership Interests, including all proceeds of any and all undated stock powers endorsed in blank, if applicable, as security for the Obligations; it being the intention of the foregoing or hereinafter-described Collateral (parties hereto that beneficial ownership of the Ownership Interests, including, without limitation, proceeds that constitute property of the types described herein) andall voting, to the extent not otherwise included, all policies of insurance on any property of such Borrower consensual and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFCdividend rights, shall be required to pledge any of its assets or otherwise provide any security of any of remain in the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to until the occurrence and during continuance of an Event of DefaultDefault under the terms of the Loan Agreement and until the Administrative Agent shall notify the Borrower of the Administrative Agent's exercise of voting and dividend rights to the Ownership Interests pursuant to Section 9 of this Agreement.

Security Interest. Each Borrower To evidence the purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby assigns and pledges grant to Purchaser, in the Administrative Agent, for the ratable benefit name of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersPurchaser or its duly authorized representative, a first priority priority, continuing security interest (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the UCC, as amended, whether now or hereafter owned or acquired by Merchant (and/or any subsidiary or other person or entity whose accounts are included in Receivables) and wherever located; (iii) all “proceeds” of such property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the UCC; (iv) upon a Material Breach, the assets, business property and collateral of any Other Business, Successor Company or Guarantor; and (v) any additional collateral as may be mutually agreed between Merchant and/or any Guarantor , on the one hand, and Purchaser, on the other hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the UCC for purposes of creating and perfecting the foregoing security interest. Xxxxxxxx hereby authorizes Purchaser to make any UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) at any time with any governmental agency and/or office (including the office of the Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Collateral as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the UCC and applicable law against Merchant and/or Guarantor, including without limitation, placing a “hold” on Merchant’s credit card processing accounts, the costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will not pledge, grant, transfer or otherwise encumber any security interest in all of such Borrower’s right, title and interest in and its Receivables to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)person or entity until Purchaser has received the Amount Sold, whether now owned or hereafter acquired plus any assessed fees and Costs of Collection, other than in connection with a financing approved by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary Purchaser in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultwriting beforehand.

Security Interest. Each Borrower hereby assigns This Agreement will constitute a security agreement under the Uniform Commercial Code. Merchant and pledges Guarantor(s) grants to RCNY a security interest in and lien upon all of their present and future: (a) accounts (the Administrative Agent“Accounts Collateral”), for the ratable benefit chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the LendersUniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) funds at any time in the Merchant’s and/or Guarantor(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and hereby grants (e) any amount which may be due to RCNY under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the Administrative Agent“Collateral “). Xxxxxxxx agrees to provide other security to RCNY upon request to secure Merchant’s obligations under this Agreement. Xxxxxxxx agrees that, for if at any time there are insufficient funds in Merchant’s Account to cover RCNY’s entitlements under this Agreement, RCNY is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and such assets shall then become Collateral. These security interests and liens will secure all of RCNY’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, RCNY or an affiliate of RCNY is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. This security interest may be exercised by RCNY without notice or demand of any kind by making an immediate withdrawal or freezing the ratable benefit Collateral. RCNY shall have the right to notify account debtors at any time. Pursuant to Article 9 of the LendersUniform Commercial Code, as amended from time to time, RCNY has control over and may direct the disposition of the Collateral, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Collateral. With respect to such security interests and liens, RCNY will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from RCNY written consent prior to granting a security interest of any kind in the Collateral to a third party. Merchant and Guarantor (s) agree(s) that this is a contract of recoupment and RCNY is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Collateral. Nevertheless, Xxxxxxxx and Guarantor(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by RCNY. Merchant and Guarantor(s) agree(s) to execute and deliver to RCNY such instruments and documents RCNY may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. RCNY is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s) name. Merchant and Guarantor(s) each acknowledge and agree that any security interest granted to RCNY under any other agreement between Merchant or Guarantor(s) and RCNY (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s) each agrees to execute any documents or take any action in connection with this Agreement as RCNY deems necessary to perfect or maintain RCNY’s first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrowerand the Additional Collateral, including all proceeds the execution of any account control agreements. Merchant and all of the foregoing Guarantor(s) each hereby authorizes RCNY to file any financing statements deemed necessary by RCNY to perfect or hereinafter-described Collateral (includingmaintain RCNY’s security interest. Merchant and Guarantor(s) shall be liable for, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise includedand RCNY may charge and collect, all policies of insurance on any property of such Borrower costs and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and recordsexpenses, including all computer software relating theretobut not limited to attorney’s fees, which may be incurred by RCNY in protecting, preserving and enforcing RCNY’s security interest and rights. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.Initials: ________

Security Interest. Each To secure payment of all Obligations, Holdings and each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lendersholders of the Obligations, a security interest in (i) all present and future Inventory of Holdings or such Borrower, together with all attachments, accessories, exchanges and additions to (including replacement parts installed in or repairs to) any such Inventory, and all chattel paper, documents, certificates of title, certificates of origin, general intangibles, instruments, accounts and contract rights now existing or hereafter arising with respect thereto, (ii) all Parts Inventory, (iii) all Company Vehicles, and (iv) all cash and non-cash proceeds of any of the foregoing (collectively, the “Collateral”). Each Borrower agrees that at any time and from time to time, upon the request of Administrative Agent, Borrowers will promptly (i) deliver to Administrative Agent all Collateral other than Inventory, Parts Inventory and Company Vehicles, (ii) xxxx all chattel paper, documents and instruments and Borrowers’ books of account, ledger cards and other records relative to the Collateral with a notation reasonably satisfactory to Administrative Agent disclosing that they are subject to Administrative Agent’s security interest, (iii) execute and deliver to Administrative Agent such instruments, statements and agreements as Administrative Agent may reasonably request to evidence further each Loan and the security interests granted hereunder; provided, however, a Borrower’s failure to comply with such request shall not affect or limit Administrative Agent’s security interest or other rights in and to the Collateral, and (iv) permit Administrative Agent or its representatives to examine the Collateral and Borrowers’ books and records and, during the continuation of an Event of Default, Borrowers agree to pay to Administrative Agent its actual costs relating to such examinations immediately upon receipt of Administrative Agent’s invoice therefor. Borrowers agree that Administrative Agent may directly collect any amount owed to Borrowers with respect to the Collateral (hereafter referred to as an "Account") and credit Borrowers with all sums received by Administrative Agent. With the consent of the Borrower Representative, not to be unreasonably withheld or delayed, or at any time that an Event of Default has occurred and is continuing, Administrative Agent may contact any customer of any Borrower to confirm and verify the terms of sale, payments made on an Account, and any modifications claimed to be made by the Borrowers with such customer of Borrower. If an Event of Default has occurred and is continuing, Borrowers agree that Administrative Agent may at any time notify any customer of any Borrower of the assignment of said Account and revoke the authority of the Borrowers to collect the same and should the Administrative Agent at any time receive any checks, drafts, money orders or other instruments or orders for money payable to a Borrower to apply to an Account, Administrative Agent is irrevocably appointed attorney-in-fact for each such Borrower to endorse each such instrument with the name of the applicable Borrower and collect the same. Without limiting the foregoing, (i) concurrently with the entry of any Borrower into a security agreement, mortgage or other document pursuant to which such Borrower purports to xxxxx x Xxxx in any personal property to secure the obligations under any Formula Revolver Loan Documents, the Borrower shall enter into a corresponding agreement granting a Lien in such personal property to secure the Obligations, and (ii) as security for the full and timely payment and performance of all Obligations, Borrower Representative shall, and shall cause each other Borrower to do or cause to be done all things necessary in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a duly perfected first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSection 8.1.

Security Interest. Each (a) This Security Instrument is also intended to, among other things, encumber and create a security interest in, and Borrower hereby assigns unconditionally and pledges to the Administrative Agentirrevocably grants, for the ratable benefit of the Lendersbargains, assigns, conveys, pledges, mortgages, transfers, sets over and confirms unto Lender and hereby grants to Lender a security interest in, all fixtures, chattels, accounts, deposit accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Administrative AgentProperty, for the ratable benefit all renewals, replacements of any of the Lendersaforementioned items, a first priority security interest or articles in all of such Borrower’s right, title and interest substitution therefor or in and addition thereto or the proceeds thereof (said property is hereinafter referred to collectively as the Collateral (subject to Liens permitted by this Agreement or any other Loan Document“Collateral”), whether now owned or hereafter acquired not the same shall be attached to the Real Estate or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Real Estate and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Borrower’s leasehold interest in any of the foregoing property which is leased by Borrower. Notwithstanding the foregoing, all of the foregoing property shall be owned by Borrower and no leasing or installment sales or other financing or title retention agreement in connection therewith, shall be permitted without the prior written approval of Lender, not to be unreasonably withheld. Borrower shall, from time to time upon the request of Lender, supply Lender with a current inventory of all of the property in which Lender is granted a security interest hereunder, in such detail as Lender may reasonably require. Borrower shall promptly replace all of the Collateral all cash subject to the lien or security interest of this Security Instrument when worn out or obsolete with Collateral comparable to the worn out or obsolete Collateral when new, and will not, without the prior written consent of Lender, remove from the Real Estate or the Improvements any of the Collateral subject to the lien or security interest of this Security Instrument, except in the ordinary course of operating the Property and except such as is replaced by an article of equal suitability and value as above provided, owned by Borrower free and clear of any lien or security interest except that created by this Security Instrument and the other Loan Documents and except as otherwise expressly permitted by the terms of this Security Instrument. Other than proceeds of the Collateral; and , all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting Collateral shall be kept at the generality location of the foregoingReal Estate, this Agreement secures except as otherwise required by the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any terms of the Loan Documents, (ii) no . Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% not use any of the stock Collateral in violation of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultGovernmental Regulations.

Security Interest. Each To secure the due payment and performance by Borrower of all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, of Borrower to Lender under, arising out of or in any way connected with this Agreement, the Note(s) and all agreements, guaranties, instruments and other documents executed and delivered in connection herewith or therewith, or otherwise, and to secure any other indebtedness, liabilities and obligations of Borrower to Lender, whether now existing or hereafter arising (all hereinafter referred to collectively as the "Obligations"), Borrower hereby assigns assigns, grants, mortgages, pledges, hypothecates, transfers and pledges sets over to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority lien on and security interest in (i) the property of Borrower set forth in the Schedule to the Note(s) (the ''Equipment"), together with all accessories, attachments and accessions now or hereafter affixed thereto and all substitutions and replacements of, and proceeds of the foregoing, plus any and all chattel paper, accounts, contract rights and general intangibles arising from the sale, lease or other disposition thereof, including but not limited to insurance proceeds and general intangibles, (ii) any cash or cash equivalents held by Lender on Borrower's behalf, including, without limitation, any refunds, security deposits or undisbursed advances or proceeds arising in connection with any loan or equipment lease (whether given hereunder or otherwise), (iii) all property, tangible or intangible, in which Lender has or may acquire hereafter a security interest, and (iv) all of such Borrower’s right's present and future accounts, title documents, general intangibles, and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)personal property, whether now owned or hereafter acquired by such Borrower, including and wherever located (all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of hereinafter referred to as the types described herein) and, "Collateral"). Lender shall not be obligated to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to release its security interest in any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of until all Obligations of the Borrowers now or hereafter existing or arisingBorrower to Lender are paid and performed in full. Without limiting the generality of the foregoingAny security deposit made by Borrower to Lender, this Agreement secures and not subject to a separate Security Deposit Agreement, shall be held by Lender to secure the payment of all amounts that constitute part and performance of the Obligations and would may not be owed used by each Borrower to for any payments due under the Administrative Agent and any of the Lenders but for the fact that they are unenforceable Note(s) or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Documentother loan documents. Lender may, (i) no Subsidiary that but is a CFCnot obligated to, or that is owned in whole or in partapply the security deposit to cure any monetary default, directly or indirectly, by a Subsidiary that is a CFC, shall and Borrower agrees to immediately restore the security deposit to its full amount. Except as may otherwise be required to pledge by applicable law, the security deposit may be commingled with Lender's other funds and any of its assets or otherwise provide any security of any unapplied portion of the Loans or any security deposit will be refunded to Borrower without interest only upon full payment and performance of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultObligations.

Security Interest. Each Borrower hereby assigns and pledges To secure the prompt payment to the Administrative Agent, for the ratable benefit Lender of the LendersLiabilities, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in all of such Borrower’s right, title and interest in and to all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following property and interest in property of Borrower, whether now owned or existing or hereafter acquired by such or arising and wherever located: (a) all Accounts, Inventory, Equipment, vehicles, contract rights, General Intangibles, chattel paper, instruments, letters of credit, documents and documents of title; (b) all of the Borrower's deposit accounts (general or special) with and credits and other claims against Depository Bank, including any Remote Depository Account, Lender, or any other financial institutions with which Borrower maintains deposits or accounts; (c) all proceeds of Borrower's now owned or hereafter acquired monies, and any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute other personal property of Borrower now or hereafter coming into the types described herein) andactual possession, to the extent not otherwise included, all policies custody or control of insurance on Lender or any property agent or affiliate of such Borrower and all payments and proceeds under Lender in any such insurance way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or not the Administrative Agent is the loss payee thereof, for the ratable benefit otherwise); (d) all insurance proceeds of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect relating to any of the foregoing Collateral foregoing; (e) all cash proceeds of the Collateral; Borrower's books and all books of account and records, including all computer software records relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality to any of the foregoing; and (f) all accessions and additions to, this Agreement secures the payment substitutions for, and replacements, products and proceeds of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders foregoing. It is the intent of Borrower to grant to Lender a first perfected security interest in all personal and intangible property of Borrower (but for expressly excluding real property) whether now existing or hereafter acquired and that the fact that they are unenforceable or not allowable due to term "Collateral" be given the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerbroadest construction possible. Notwithstanding anything to the contrary contained in this Agreement Section 6.1, the Collateral shall not include any items of Collateral which are, on the Closing Date, subject to a Permitted Lien in favor of Met Life Capital Corporation, Texas Commercial Bank N.A. or Nationwide Life Insurance Company if: (a) the valid grant of a security interest or lien in any Loan Document, (i) no Subsidiary that favor of Lender in such items of Collateral is a CFC, or that is owned in whole or in part, directly or indirectly, prohibited by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any the express terms of the Loans agreement between Borrower and the holder of such lien or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFCsecurity interest, and (iiib) no any obligations are owing by Borrower to the holder of such lien or security interest. Upon satisfaction of such Permitted Lien such property or asset excluded pursuant to the foregoing sentence shall become a part of the Collateral, pledge without further action by Borrower or assignment shall attach Lender, and Borrower hereby agrees not to grant a security interest in any such asset or property during the Term to any Excluded Collateral prior to the occurrence of an Event of Defaultother Person.

Security Interest. Each As collateral security for the payment and performance in full of all the Secured Obligations (as defined in the Security Agreement), each of the Borrower and the Guarantors party hereto (each a “Pledgor”) hereby assigns pledges and pledges grants (and, to the Administrative Agentextent applicable, confirms and reaffirms its prior continuing pledge and grant) to the Collateral Agent for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority lien on and security interest in all of such Borrower’s the right, title and interest of such Pledgor in, to and under the Pledged Collateral (as defined in the Security Agreement), wherever located, and whether now existing or hereafter arising or acquired from time to time. Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral Pledged Collateral, including (subject i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to Liens Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by this Agreement or any other Loan Document)law, whether including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement Pledgor or in any Loan Document, (i) no Subsidiary that is a CFC, which such Pledgor otherwise has rights” or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any using words of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, similar effect and (iii) no in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. After giving effect to this Amendment, neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment and the Amended Credit Agreement requires that any new filings be made or other action taken to perfect or to maintain the perfection of the liens of the Collateral Agent under the Loan Documents. The security interest, pledge or assignment interest granted herein shall attach to any Excluded Collateral prior be subject to the occurrence of an Event of Defaultterms, covenants and conditions set forth in the Security Agreement.

Security Interest. Each As security for the payment and performance of all indebtedness, liabilities, agreements and obligations of 5B Technologies Group, Inc. (the "Borrower") to the Bank, of Pledgor to the Bank, and of each other Guarantor (as defined in the Credit Agreement dated the date hereof by and between Borrower and the Bank as it may hereafter be amended, modified, supplemented or renewed from time to time (the "Credit Agreement")) to the Bank, in each case now existing or hereafter incurred, direct or contingent, due or to become due, of every kind and description, including, but not limited to, any advances made by the Bank and all indebtedness, liabilities, agreements and obligations of Borrower to the Bank under the Credit Agreement (all such indebtedness, liabilities, agreements and obligations, are hereinafter collectively called the "Obligations"), Pledgor hereby assigns and pledges to the Administrative Agent, for Bank and grants the ratable benefit of the Lenders, Bank a present lien and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in (a) all of such Borrower’s right, title Pledgor's personal property and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)fixtures, whether now or hereafter existing or now owned or hereafter acquired and wherever located, of every kind and description, tangible and intangible, including, without limitation, the balance of every lockbox, blocked or other deposit account now or hereafter existing of Pledgor, whether maintained with the Bank or not, any other claim of Pledgor against the Bank, now or hereafter existing, and all goods, equipment, furniture, inventory, accounts, contract rights, chattel paper, notes receivable, investment property, financial assets and all other stocks, bonds, mutual fund shares, money market shares and U.S. Governmental securities, all letter-of-credit rights and letters of credit, all instruments and documents, including, without limitation, documents of title, warehouse receipts and all other shipping documents and instruments of any kind whatsoever whether relating to goods in transit or otherwise, all rights to payment evidenced by chattel paper or instruments, all general intangibles, payment intangibles, credits, claims, demands and any other obligations of any kind, whether now or hereafter arising, of or owing to Pledgor, and the balance of every lockbox, blocked or other deposit account now or hereafter existing of Pledgor with any agent for the Bank, correspondent bank of the Bank or other unaffiliated bank, and any and all additions and accessions thereto, all substitutions and replacements therefor and all products and proceeds thereof and proceeds of insurance thereon, (b) all choses in action, any rights arising under any judgment, statute or rule, all corporate and business records, customer lists, credit files, computer program printouts, and other computer materials and records, all inventories, trademarks, trade styles, designs, patents, copyrights, licenses, license agreements, and any applications for patents and/or trademarks, including, without limitation, in connection with such Borrowertrademarks, including trade styles, designs, patents, copyrights, licenses, licenses agreements, and any applications for patents and/or trademarks, any and all proceeds reissues, divisions, continuations, reexaminations, renewals and extensions thereof (whether in whole or in part), any and all rights corresponding thereto throughout the world, and the good will of the business to which each relates, and any and all accounts, contract rights, warranties, litigation claims and rights and other general intangibles related to any of the foregoing, in each case whether now existing or hereafter acquired or created, whether owned, leased, licensed, beneficially or of record, and whether owned, leased or licensed individually, jointly or otherwise, and all payments and other distributions with respect thereto and any renewals, continuations, modifications and extensions of any and all of the foregoing or hereinafter-described Collateral foregoing, (including, without limitation, proceeds that constitute property of c) upon request by the types described herein) and, to the extent not otherwise includedBank, all policies of insurance on commercial tort claims it may have against any property of such Borrower Person (insofar as any earlier grant thereof under this Agreement was not effective under applicable law) and (d) any and all payments additions and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage accessions to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment all substitutions and replacements therefor and all products and proceeds thereof and proceeds of insurance thereon (all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary property listed in this Agreement or in any Loan Document(a), (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documentsb), (iic) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iiid) no security interest, pledge or assignment shall attach is hereinafter collectively referred to any Excluded Collateral prior to as the occurrence of an Event of Default"Collateral").

Security Interest. Each Borrower hereby assigns As to (i) any fixtures, Equipment and pledges to other Personal Property included in the Administrative AgentMortgaged Property, for the ratable benefit (ii) all Instruments, Accounts, Receivables and General Intangibles of the LendersGrantor and (iii) the Permits and Contracts, this Deed of Trust shall be deemed to constitute a security agreement and the Grantor, as debtor, hereby grants to the Administrative AgentBeneficiary, for the ratable benefit of the Lendersas secured party, a first priority security interest therein pursuant to the UCC. Notwithstanding the foregoing, to the extent that the Beneficiary is not now or hereafter permitted by applicable law to take a security interest in all any of such Borrower’s rightthe Permits and Contracts, title and interest in and the Grantor hereby agrees, from time to time upon the Collateral (subject request of the Beneficiary, to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of execute any and all other documents deemed necessary and desirable by the Beneficiary to give the Beneficiary such interest in such Permit or Contract as is now or hereafter allowed under applicable law. The Grantor agrees, upon request of the foregoing Beneficiary, to furnish an inventory of Personal Property owned by the Grantor and subject to this Deed of Trust and, upon request by the Beneficiary, to execute any supplements to this Deed of Trust, any separate security agreements and any financing statements and continuation statements in order to include specifically said inventory of Personal Property or hereinafter-described Collateral (otherwise to perfect the security interest granted hereby and to pay all costs and expenses reasonably incurred by the Beneficiary relating thereto including, without limitation, proceeds that constitute property attorneys' fees and expenses and court costs. Upon the occurrence of any Event of Default hereunder, in addition to the rights and remedies provided by this Deed of Trust, the Beneficiary shall also have all rights and remedies then provided under the UCC or otherwise then provided by applicable law, including, but not limited to, the option of proceeding as to both the Real Property and the Personal Property in accordance with the Beneficiary's rights and remedies in respect of the types described herein) andReal Property, in which event the default provisions of the UCC shall not apply. In the event that the Beneficiary, at its option, elects to proceed with the Personal Property separately from the Real Property, then, in addition to the extent not rights and remedies herein provided, the Beneficiary shall also have all rights and remedies then provided under the UCC or otherwise includedthen provided by applicable law, all policies of insurance on any property including, without limitation, the right to require the Grantor to assemble such Personal Property and to make it available to the Beneficiary at a place to be designated by the Beneficiary which is reasonably convenient to both parties, the right to take possession of such Borrower Personal Property with or without demand and all payments with or without process of law and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit right to sell and dispose of the Lenders), or same and distribute the proceeds according to applicable law. The parties hereto agree that any indemnity warranty or guaranty payable by reason requirement of loss or damage to or otherwise with respect to any of reasonable notice under the foregoing Collateral all cash proceeds of UCC shall be met if the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Beneficiary sends such notice to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, Grantor at least five (i5) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral days prior to the occurrence date of sale, disposition or other event giving rise to the required notice, and that the proceeds of any disposition of any such Personal Property may be applied by the Beneficiary first to the expenses reasonably incurred in connection therewith, including attorneys' fees and expenses and court costs, and then, toward payment of the Obligations. With respect to the Personal Property that has become so attached to the Real Property that an Event interest therein arises under the real property law of Defaultthe state in which the Real Property is located, this Deed of Trust shall also constitute a financing statement and a fixture filing under the UCC.

Security Interest. Each Borrower As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, principal and interest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Seller hereby assigns and pledges to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors and the Banks, and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors and the Banks, a first priority security interest in in, all of such Borrowerthe Seller’s right, title and interest in and to (A) the Collateral Preceding Purchase Agreements, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Preceding Purchase Agreements, (ii) all security interests and property subject thereto from time to Liens permitted by this Agreement time purporting to secure payment of monies due or to become due under or pursuant to the Preceding Purchase Agreements, (iii) all rights of the Seller to receive proceeds of any other Loan Document)insurance, indemnity, warranty or guaranty with respect to the Preceding Purchase Agreements, (iv) claims of the Seller for damages arising out of or for breach of or default under the Preceding Purchase Agreements, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired by such Borroweror arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, (C) the Lock-Box Accounts and the Cash Collateral Account, and (D) to the extent not included in the foregoing, all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower hereby assigns The due and pledges punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the Administrative Agentextent permitted by law), for on the ratable benefit Notes and performance of all other Notes Obligations of the Lenders, Issuer and hereby grants the Guarantors to the Administrative Agent, for Holders or the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by Trustee under this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral Indenture (including, without limitation, proceeds that constitute property the Note Guarantees), the Notes and the Security Documents, according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder, by its acceptance of the types described Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral) and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee and the Collateral Agent to perform their obligations and exercise their rights under the Security Documents (including, without limitation, the Intercreditor Agreement) in accordance therewith. The Trustee, in its capacity as Authorized Representative (and for purposes of Article 12 herein, as Additional Pari Passu Representative (as defined in the Intercreditor Agreement)) andfor the Notes Obligations, and each Holder acknowledges and agrees that upon the Trustee's (in such capacity as Authorized Representative) entry into the Joinder Agreement, dated as of the Issue Date (the “Intercreditor Joinder Agreement”), to the Intercreditor Agreement, the Trustee, as Authorized Representative, and each Holder, by its acceptance thereof, will be subject to and bound by the provisions of the Intercreditor Agreement as “Pari Passu Secured Parties” (as defined in the Intercreditor Agreement). The Issuer will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders, equally and ratably with all Indebtedness owing under the XHR Credit Agreements and any other Additional Pari Passu Lien Obligations, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens, in each case, to the extent not otherwise included, all policies of insurance on any property of such Borrower required by the Security Documents and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower subject to the Administrative Agent and any of Intercreditor Agreement (it being understood that the Lenders but for the fact that they are unenforceable or not allowable due Trustee has no duty to the existence of a bankruptcy, reorganization or similar proceeding involving make such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultrequest).

Security Interest. Each As collateral security for the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Facility Obligations, the Borrower hereby assigns assigns, pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority lien on and security interest in all of such the Borrower’s right, title and interest in in, to and to under (but none of its obligations under) the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Collateral, whether now existing or owned or hereafter arising or acquired by such the Borrower, including all proceeds of any and all of the foregoing wherever located. The grant under this Section 6.1 does not constitute and is not intended to result in a creation or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not an assumption by the Administrative Agent is Agent, the loss payee thereofCollateral Custodian, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans Managing Agents or any of the obligations Secured Parties of any obligation of the Borrowers Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Collateral Debt Obligations to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Administrative Agent, the Collateral Custodian, the Managing Agents or any Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent, the Managing Agents or any Secured Party be obligated to perform any of the Loan Documents, (ii) no Borrower obligations or Subsidiary shall be required to pledge, directly or indirectly, more than 65% duties of the stock Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. The Borrower hereby authorizes the Collateral Custodian or the Administrative Agent, on its behalf, to file an “all assets” financing statement against it which covers all of any CFCits personal property; provided that the Collateral Custodian shall not be obligated to execute, and (iii) no security interest, pledge authorize or assignment shall attach to any Excluded Collateral prior to file such financing statement except upon written instruction from the occurrence of an Event of DefaultAdministrative Agent.

Security Interest. Each Borrower hereby assigns (a) To secure the prompt and pledges complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of the Maker to the Administrative AgentPayee under this Note and to the Stockholders under the Notes, for including all costs and expenses accrued or incurred in connection therewith (collectively, the ratable benefit of “Obligations”), the LendersMaker hereby assigns, pledges and hereby grants to the Administrative AgentStockholder Representative, as agent for the ratable benefit of the Lenders, Payee a first priority continuing security interest in and lien upon all of such Borrowerthe Maker’s right, title property and interest in and to assets (the Collateral (subject to Liens permitted by this Agreement or any other Loan Document“Collateral”), whether real or personal, tangible or intangible, and whether now owned or hereafter acquired by such Borroweracquired, or in which it now has or at any time in the future may acquire any right, title or interest, including all proceeds of any and without limitation, all of the foregoing following property in which it now has or hereinafterat any time in the future may acquire any right, title or interest: all accounts, inventory, equipment, goods, documents, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles), chattel paper, supporting obligations, investment property, letter-described of-credit rights, trademarks, tradestyles, patents and copyrights in which the Maker now has or hereafter may acquire any right, title or interest, all books, records, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to Collateral or are otherwise necessary or helpful in the collection thereof or realization thereon, all proceeds and products thereof (including, without limitation, proceeds that constitute property of insurance) and all additions, accessions and substitutions thereto or therefor. The Maker authorizes the Payee to file such financing statements and amendments thereto and all other documents and instruments and to do such other acts and things as are reasonably necessary to establish and maintain a valid, enforceable, perfected security interest in the Collateral as provided herein and the other rights and security contemplated hereby all in accordance with the Uniform Commercial Code of the types described hereinState of Delaware as in effect from time to time. The security interest granted hereby shall be prior in right to all other security interests granted by the Maker in its assets, except that such security interest will be junior in right to no more than Three Million Dollars ($3,000,000) and, to (the extent not otherwise included, all policies “Maximum Amount”) of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit other secured Indebtedness of the Lenders), or any indemnity warranty or guaranty payable Maker. The Maker covenants and agrees that it will not incur Indebtedness secured by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any in excess of the Loans or Maximum Amount, unless the security interest granted by the Maker in connection with any such secured Indebtedness in excess of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior Maximum Amount is subordinate to the occurrence of an Event of Defaultsecurity interest granted to the Stockholder Representative, as agent and the Payee pursuant to the Notes and this Note.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, (a) As security for the ratable benefit payment and performance of the LendersObligations, Debtor hereby pledges, assigns, transfers, hypothecates and sets over to Secured Party, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in in, all of such Borrower’s Debtor's right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following property, wherever located and whether now existing or owned or hereafter acquired by such Borroweror arising (collectively, the "Collateral"): all accounts, accounts receivable, contract rights, rights to payment, chattel paper, letters of credit, documents, securities, money and instruments, and investment property, whether held directly or through a securities intermediary, and other obligations of any kind owed to Debtor; all deposit accounts, and all funds and amounts therein; all inventory; all equipment; all general intangibles and other personal property of Debtor; and all proceeds, including all proceeds insurance proceeds, of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 15 hereof. (c) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Collateral" shall not include, any general intangibles of Debtor (whether owned or hereinafter-described Collateral (includingheld as licensee or lessee, without limitation, proceeds that constitute property of the types described herein) andor otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise includedrelated to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all policies proceeds of insurance on any property general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such Borrower proceeds is not so restricted, and all payments and proceeds under (C) upon obtaining the consent of any such insurance (whether licensor, lessor or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise other applicable party's consent with respect to any of the foregoing Collateral all cash proceeds of the Collateral; such otherwise excluded general intangibles, such general intangibles as well as any and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts proceeds thereof that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence might have theretofore have been excluded from such grant of a bankruptcy, reorganization or similar proceeding involving such Borrowersecurity interest and the term "Collateral. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.SECTION 3

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment and performance of the LendersObligations, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in all of such BorrowerDebtor’s right, title and interest in in, to and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)under all of its personal property, wherever located and whether now existing or owned or hereafter acquired by such Borroweror arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles (including, without limitation, all internet domain names and associated URL addresses, including the domain name “Xxxx.xxx” and associated URL addresses), instruments, inventory, investment property, letter-of-credit rights, money and all products, proceeds and supporting obligations of any and all of the foregoing or hereinafter-described (collectively, the “Collateral”). This Agreement shall create a continuing security interest in the Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, which shall remain in effect until terminated in accordance with Section 18 hereof. Anything herein to the extent contrary notwithstanding, in no event shall the Collateral include, and Debtor shall not otherwise includedbe deemed to have granted a security interest in, all policies any of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether Debtor’s right, title or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to interest in any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now outstanding voting capital stock or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence other ownership interests of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary Controlled Foreign Corporation (as defined below) in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any excess of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to Debtor shall arise or exist in connection with the pledge of any CFCControlled Foreign Corporation, the Collateral shall include, and (iii) no Debtor shall be deemed to have granted a security interestinterest in, pledge or assignment such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall attach to any Excluded Collateral prior to mean a “controlled foreign corporation” as defined in the occurrence of an Event of DefaultInternal Revenue Code.

Security Interest. Each Borrower As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns and pledges to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors (collectively, the "Secured Parties"), and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors (and the Originators hereby consent to such assignment and granting of), a first priority security interest in in, all of such Borrower’s the Seller's right, title and interest in and to (A) the Collateral Sale and Contribution Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Sale and Contribution Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale and Contribution Agreement (including, without limitation, the security interests created by Section 2.06 of the Sale and Contribution Agreement (which security interests are subject to Liens permitted by this Agreement the prior rights of the Secured Parties under and/or in connection with the Security Agreements)), (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or any other Loan Document)guaranty with respect to the Sale and Contribution Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Sale and Contribution Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Pool Receivables, whether now owned and existing or hereafter acquired by such Borroweror arising, including the Related Security with respect thereto and the Collections (the "Pool Receivables Collateral"), and (C) to the extent not included in the foregoing, all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each As security for the prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Administrative AgentLender, for and grants a security interest, subject to the ratable benefit interests of the LendersAgencies as set forth in Section 4.02 and in the related Acknowledgment Agreement, and hereby grants to the Administrative AgentLender, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in interest, in, to, and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)under, whether now owned or hereafter acquired by such Borroweracquired, including all proceeds of any and in all of the foregoing following, whether now or hereinafter-described Collateral hereafter existing and wherever located: (including, without limitation, proceeds that constitute property of i) the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (Pledged Servicing Rights whether or not the Administrative Agent is the loss payee thereofyet accrued, for the ratable benefit earned due or payable as well as all other present and future rights and interests of the Lenders)Borrower in such Pledged Servicing Rights, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and (ii) all books of account and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) and (iii) all computer software relating thereto. This Agreement secures monies due or to become due with respect to the payment of foregoing and all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality proceeds of the foregoing, this Agreement secures but with respect to items (i)-(iii) above specifically excluding the payment of all amounts Excluded Collateral (collectively, the “Collateral”); provided that constitute part of the Obligations and would be owed by each Borrower does not assign or pledge to the Administrative Agent and Lender, or grant a security interest in any of the Lenders but Borrower’s right, title and interest, in, to or under Borrower’s rights to reimbursement for the fact that they are unenforceable or not allowable due any Advances related to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowermortgage servicing rights subject to any Servicing Contract. Notwithstanding anything herein to the contrary in this Agreement or contrary, the term “Collateral” shall not include, and the Borrower is not pledging, nor granting a security interest hereunder in any Loan DocumentXxxxxxx Mac Servicing Rights and the Xxxxxxx Mac Servicing Contract until execution and delivery of a Xxxxxxx Mac Acknowledgment Agreement with respect to such Xxxxxxx Mac Servicing Rights; provided, (i) no Subsidiary that is a CFCnotwithstanding the foregoing, or that is owned in whole or in partsuch security interest shall attach immediately, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge without any of its assets or otherwise provide any security further action on the part of any of party hereto, at such time as the Loans or any of applicable Xxxxxxx Mac Acknowledgment Agreement is executed by Xxxxxxx Mac, the obligations of Borrower and the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, Lender and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior delivered to the occurrence of an Event of DefaultLender.

Security Interest. Each Borrower The Institution acknowledges that this Lease Agreement is intended as security for payment of the principal or Purchase Price of, Sinking Fund Installments on, Redemption Price of, and interest on the Bonds and payment of all amounts due under the Letter of Credit and the Reimbursement Agreement. In addition, to secure payment of all Lease Payments and other sums owing by the Institution hereunder and to secure the payment and performance of all debts, liabilities and obligations of the Institution under all of the Bond Documents, the Institution hereby assigns and pledges grants a security interest to the Administrative Agent, for the ratable benefit Issuer in (i) all of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s Institution's right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Equipment, whether now or hereafter demised under this Lease Agreement, together with any and all substitutions, additions, attachments, parts, fittings, accessories, special tools, accessions or replacements, and the proceeds and all general intangibles arising from all of the foregoing, (ii) all insurance, now owned or hereafter acquired acquired, insuring any of the Equipment or the Facility against any loss or damage whatsoever, and all proceeds thereof, (iii) all awards heretofore and hereafter paid or payable to the Institution by such Borrowerreason of a taking or Condemnation of any part of the Facility (including any Equipment) or any right of the Institution appurtenant thereto by competent authority as a result of the exercise of the power of eminent domain, including all proceeds but not limited to any awards or payments for use and occupation or for change of grade of streets, together with any and all claims of the foregoing or hereinafter-described Collateral (includingIssuer with respect thereto, without limitation, and the proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for and (iv) all monies and securities from time to time held by the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage Trustee pursuant to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Bond Documents, (ii) no Borrower or Subsidiary except monies and securities held in the Rebate Fund, and all investments and re- investments of any such monies and securities, and the proceeds thereof. The security interest referred to in this Section shall be required assigned by the Issuer to pledge, directly or indirectly, more than 65% the Trustee and the LOC Bank pursuant to and subject to the terms and conditions of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultAssignment.

Security Interest. Each Borrower As additional security for the Obligations, Guarantor hereby assigns and pledges grants to the Administrative Agent, for the ratable benefit of itself and the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, other Lenders a first priority security interest in all of such Borrower’s Guarantor's right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing Guarantor’s assets, wherever located and whether now or hereinafter-described Collateral (hereafter owned or acquired, including, without limitation, proceeds that constitute property of the types described herein) and, but not limited to the extent following assets (collectively, the “Collateral”): (a) all Accounts, (b) Chattel Paper, (c) Commercial Tort Claims, (d) Deposit Accounts, (e) Documents, (f) Equipment, (g) General Intangibles, (h) Goods (including but not otherwise includedlimited to all files, all policies of insurance on any property of such Borrower correspondence, computer programs, tapes, disks and all payments and proceeds under any such insurance (whether related data processing software which contain information identifying or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect pertaining to any of the foregoing Collateral all cash proceeds of or any Account Lessee or showing the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures amounts thereof or payments thereon or otherwise necessary or helpful in the payment of all Obligations of realization thereon or the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Documentcollection thereof, (i) no Subsidiary that is a CFCInventory, or that is owned in whole or in part(j) Investment Property, directly or indirectly(k) letters of credit and Letter of Credit Rights, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any (l) all Supporting Obligations and (m) all cash and non-cash proceed of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, foregoing (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to including insurance proceeds). Upon the occurrence of an Event of Default under the Loan Agreement or any breach or default by Guarantor under this Guaranty, Agent shall have all the rights of a secured party under applicable law, and more specifically under the Uniform Commercial Code (in effect in the State of New York) and shall have all the rights and remedies set forth in the Loan Agreement. In addition and without limitation, Agent may, without notice to or demand upon Guarantor at any time following the occurrence and during the continuance of an Event of Default take possession of the Collateral, and for that purpose Agent may enter upon any premises on which the Collateral may be situated and remove the same therefrom and may require Guarantor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of Guarantor's principal office or at such other locations as Agent may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Guarantor at least ten (10) Business Days prior written notice of the time and place of any public sale of Collateral or of the time after, which any private sale or any other intended disposition is to be made (it being understood, for the avoidance of doubt that the Agent shall not take any action to effect any such sale unless an Event of Default shall have occurred and be continuing). Guarantor hereby acknowledges that ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. In addition, Guarantor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Agent’s rights hereunder following the occurrence and during the continuance of an Event of Default, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights with respect thereto. In addition, Agent shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. All of Agent’s rights and remedies, whether evidenced by this Guaranty, the Loan Agreement or any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Agent to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Guarantor under this Guaranty, after Guarantor's failure to perform, shall not affect Agent’s right to declare a default and to exercise its remedies. Guarantor hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Guarantor or any other Person, shall be deemed to violate the rights of the Lender under the UCC. 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 the Agent’s sole discretion.

Security Interest. Each Borrower hereby assigns To secure the prompt payment of all of the Debtor's liabilities, obligations and pledges indebtedness to the Administrative AgentSecured Party under that certain Loan Agreement between the Secured Party and the Debtor with respect to the CCA Aggressive Return Fund (the "Fund") dated as of even date herewith (as amended, for restated, supplemented, or otherwise modified from time to time, the ratable benefit "Loan Agreement") and all of the Lendersother Loan Documents (as defined in the Loan Agreement) or otherwise incurred in connection with the Fund, whether heretofore, now or hereafter arising and howsoever evidenced, whether primary or secondary, or absolute or contingent, and whether arising under written or oral agreement or by operation of law, and the prompt, full and faithful performance of the obligations of the Debtor under any documents or instruments executed or delivered in connection with any such liabilities, obligations and indebtedness (all of such liabilities, obligations and indebtedness being sometimes collectively referred to herein as the "Obligations", the Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a continuing first priority lien and security interest in and right of setoff against all of the Debtor's rights, title, and interest, including without limitation the Debtor's securities entitlement (as such Borrower’s rightterm is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), title in and to the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the "Custodian"): account number 19-1445 in the name CCA Aggressive Return Fund (the "Securities Account"), together with all of the Debtor's rights, title, and interest in and to all securities and financial assets (as such terms are defined in Article 8 of the Collateral UCC) therein and all principal, interest, distributions, dividends (subject to Liens permitted by this Agreement whether cash or any other Loan Documentstock), whether now owned income, earnings, cash and other rights at any time received or hereafter acquired by such Borrowerreceivable or otherwise distributed in respect of or in exchange therefor, including and all additions to, all replacements of, all substitutions for, and all proceeds of any and or all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds being sometimes collectively referred to herein as the "Collateral"). The Secured Party may also prepare and file on behalf of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures Debtor appropriate UCC-1 financing statements evidencing the payment of all Obligations Secured Party's interest in the Collateral under Article 9 of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultUCC.

Security Interest. Each Borrower hereby assigns Capitalized terms used but not defined in this SAGP shall have the respective meanings given to them in the preceding Revenue Purchase Agreement (the “RPA”). This SAGP will constitute a security agreement under the Uniform Commercial Code. Merchant and pledges each Guarantor that is not a natural person (“entity guarantor”) grants to the Administrative AgentPurchaser a security interest in and lien upon: (a) all of their respective accounts, for the ratable benefit chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the LendersUniform Commercial Code (the “UCC”), and hereby grants to the Administrative Agentnow or hereafter owned or acquired by Merchant and/or each entity Guarantor; (b) all of their respective proceeds, for the ratable benefit as that term is defined in Article 9 of the LendersUCC; (c) all of their respective funds at any time in the Merchant’s and/or each entity Guarantor’s bank accounts, regardless of the source of such funds; (d) present and future Electronic Check Transactions; and (e) any amount which may be due to Purchaser under the RPA and this SAGP, including but not limited to all of their respective rights to receive any payments or credits under the RPA and this SAGP (collectively [(a), (b), (c), (d) and (e)], the “Secured Assets”). These security interests and liens will secure all of Purchaser’s entitlements under the RPA and this SAGP and any other agreements now existing or later entered into between Merchant, Purchaser or an affiliate of Purchaser. Purchaser is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. This security interest may be exercised by Purchaser without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. Purchaser shall have the right to notify account debtors at any time after a first breach of the RPA and/or this SAGP. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, Purchaser has control over and may direct the disposition of the Secured Assets, without further consent of Merchant or any Guarantor. Merchant and each Guarantor hereby represent and warrant that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, Purchaser will have all rights afforded under the Uniform Commercial Code, any other applicable law, by contract and in equity. Merchant and each respective entity Guarantor must obtain from Purchaser written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and each Guarantor agree that this is a contract of recoupment and Purchaser is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, Merchant and each Guarantor agree not to contest or object to any motion for relief from the automatic stay filed by Purchaser. Merchant and each entity Guarantor agree to execute and deliver to Purchaser such instruments and documents Purchaser may reasonably request to perfect and confirm the lien and security interest set forth in the RPA and this SAGP. Purchaser is authorized to execute all such instruments and documents in Merchant’s and each entity Guarantor’s name. The security interest afforded to Purchaser by virtue hereof is intended to and shall survive any judgment Purchaser may obtain against Merchant and/or each entity Guarantor. Merchant and each entity Guarantor acknowledge and agree that any security interest granted to Purchaser under any other agreement between Merchant and/or each entity Guarantor (the “Cross-Collateral”) will secure the obligations under and under the RPA and this SAGP. Merchant and each entity Guarantor agree to execute any documents or take any action in connection with this Agreement as Purchaser deems reasonably necessary to perfect or maintain Purchaser’s priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such BorrowerSecured Assets, including all proceeds the execution of any account control agreements. Merchant and all of the foregoing each entity Guarantor hereby authorize Purchaser to file any financing statements deemed necessary by Purchaser to perfect or hereinafter-described Collateral (includingmaintain Purchaser’s security interest. Merchant and each Guarantor shall be liable for, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise includedand Purchaser may charge and collect, all policies of insurance on any property of such Borrower costs and all payments expenses, including but not limited to attorney’s fees, which may be incurred by Purchaser in protecting, preserving and proceeds under any such insurance (whether or enforcing Purchaser’s security interest and rights. Negative Pledge. Merchant and each entity Guarantor agree not the Administrative Agent is the loss payee thereofto create, for the ratable benefit of the Lenders)incur, assume, or permit to exist, directly or indirectly, any indemnity warranty lien on or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and recordsSecured Assets, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultas applicable.

Security Interest. Each Borrower hereby assigns Pursuant to and pledges under the Security Agreement, the Borrowers shall (as and to the extent provided in the applicable Security Document) pledge and grant to the Administrative Agent, for the ratable benefit and its successors, indorsees, transferees and assigns, as agent on behalf of the Lenders, and hereby grants to the Administrative Agent, as security for the ratable benefit prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all or a portion of the LendersObligations (as specified in the applicable Security Document), a first priority security interest in and assignment of all of such Borrower’s the Borrowers’ right, title and interest in in, to and to under (but none of its obligations under) the Collateral described in the applicable Security Document, whether (subject with respect to Liens permitted amounts on deposit in the Collection Account or the Collection Sub-Account, and any "Receivables" or "Proceeds" comprising Collateral (each as defined in the Security Agreement) now existing or hereafter arising by this Agreement the Borrowers and wherever located, all proceeds thereof and any other collateral described therein. The foregoing assignment does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or the Lenders of any obligation of the Borrowers or any other Loan Document), whether now owned Person in connection with any or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing Collateral or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether agreement or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software instrument relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything Anything herein to the contrary in this Agreement or in any Loan Documentnotwithstanding, (i) no Subsidiary that is a CFCthe Servicer/Manager shall perform its services, or that is owned duties and obligations with respect to the Collateral to the extent set forth in whole or in partArticle IV to the same extent as if this Agreement had not been executed, directly or indirectly(ii) the exercise by the Administrative Agent, by a Subsidiary that is a CFC, shall be required to pledge of any of its assets rights in, to or otherwise provide any security of under the Collateral shall not release the Servicer/Manager from any of its duties or obligations relating to the Loans Collateral and (iii) the Administrative Agent shall not have any obligations or liability under the Collateral by reason of this Agreement, or be obligated to perform any of the obligations or duties of the Borrowers under Servicer/Manager thereunder or to take any of the Loan Documents, (ii) no Borrower action to collect or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of enforce any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultclaim for payment assigned hereunder.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit In consideration of the Lenderscovenants and agreements contained herein, and as a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to the Administrative Agent, for the ratable benefit of the Lenders, Landlord a first priority continuing security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds money and property of any and all of the foregoing kind or hereinafter-described Collateral (description, including, without limitation, proceeds that constitute any personal property of left by Tenant at the types described herein) andPremises and the security deposit, if any. The security interest granted to the extent not otherwise included, all policies of insurance on any property of such Borrower Landlord hereunder secures payment and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment performance of all Obligations obligations of the Borrowers Tenant under this Lease now or hereafter existing arising or arisingexisting, whether direct or indirect, absolute or contingent, or due or to become due. Without limiting In the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence event of a bankruptcydefault under this Lease which is not cured within the applicable grace period, reorganization if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the State of New Jersey Commercial Code and otherwise available at law or similar proceeding involving in equity, including, but not limited to, the right to retain as damages the personal property and security deposit held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such Borrowerother documents or instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Landlord's rights under this Section are in addition to Landlord's rights under Sections 5 and 13. Notwithstanding anything to the contrary contained in Section 57 of this Agreement or in any Loan DocumentLease, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, the security interest granted by a Subsidiary that is a CFC, Tenant to Landlord shall be required automatically subordinated to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment if any, granted to Tenant's lenders in the ordinary course of Tenant's business. At Tenant's request, Landlord shall attach execute a lien waiver, the form of which shall be reasonably satisfactory to Landlord, waiving Landlord's security interest in the collateral described in any Excluded Collateral prior to such lien waiver (which collateral shall exclude any tenant improvements and any fixtures installed in the occurrence of an Event of DefaultPremises).

Security Interest. Each The Borrower and its Subsidiaries hereby assigns assign and pledges pledge to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such the Borrower’s and each of its Subsidiaries’ right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrowerthe Borrower or any Subsidiary, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such the Borrower and its Subsidiaries and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral Collateral; all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers Borrower now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each the Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such the Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan DocumentAgreement, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, (a) As security for the ratable benefit payment and performance of any and all Indebtedness and the Lendersperformance of all obligations and covenants of Borrower to Bank and its affiliates, whether hereunder and under the other Loan Documents or otherwise, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to Bank or any of Bank's affiliates, Borrower hereby grants to the Administrative Agent, Bank (for the ratable benefit of the Lenders, itself and its affiliates) a first priority continuing security interest in and general lien upon and right of set-off against, all of such Borrower’s right, title and interest of Borrower in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Collateral, whether now owned or hereafter acquired by such Borrower. (b) Except as herein or by applicable law otherwise expressly provided, including all proceeds Bank shall not be obligated to exercise any degree of care in connection with any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) andin its possession, to the extent not otherwise included, all policies of insurance on take any property of such Borrower and all payments and proceeds under steps necessary to preserve any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to rights in any of the foregoing Collateral all cash proceeds or to preserve any rights therein against prior parties, and Borrower agrees to take such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral; Collateral or rights therein as Borrower may have reasonably requested Bank to take and all books Bank’s omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of account and records, including all computer software relating thereto. This Agreement secures the payment specified items of all Obligations Collateral against any liability of the Borrowers now Borrower shall waive or hereafter existing affect any security interest in or arising. Without limiting the generality Lien against other items of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and Collateral or any of the Lenders but for the fact that they are unenforceable Bank’s options, powers or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in rights under this Agreement or in any Loan Document, otherwise arising. (ic) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of Upon an Event of Default, Bank may at any time and from time to time, with or without notice to Borrower, transfer into the name of Bank or the name of Bank’s nominee any of the Collateral, notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Bank of any amounts due or to become due thereon and receive and after a Default direct the disposition of any proceeds of any Collateral.

Security Interest. Each Borrower As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns and pledges to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors (collectively, the “Secured Parties”), and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors (and the Originators hereby consent to such assignment and granting of), a first priority security interest in in, all of such Borrowerthe Seller’s right, title and interest in and to (A) the Collateral Sale and Contribution Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Sale and Contribution Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale and Contribution Agreement (including, without limitation, the security interests created by Section 2.06 of the Sale and Contribution Agreement (which security interests are subject to Liens permitted by this Agreement the prior rights of the Secured Parties under and/or in connection with the Security Agreements)), (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or any other Loan Document)guaranty with respect to the Sale and Contribution Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Sale and Contribution Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Pool Receivables, whether now owned and existing or hereafter acquired by such Borroweror arising, including the Related Security with respect thereto and the Collections (the “Pool Receivables Collateral”), and (C) to the extent not included in the foregoing, all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment and performance of the LendersObligations, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in all of such BorrowerDebtor’s right, title and interest in in, to and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)under all of its personal property, wherever located and whether now existing or owned or hereafter acquired by such Borroweror arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, other goods, money and all products, proceeds and supporting obligations of any and all of the foregoing or hereinafter-described (collectively, the “Collateral”). This Agreement shall create a continuing security interest in the Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, which shall remain in effect until terminated in accordance with Section 18 hereof. Anything herein to the extent contrary notwithstanding, in no event shall the Collateral include, and Debtor shall not otherwise includedbe deemed to have granted a security interest in, all policies any of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether Debtor’s right, title or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to interest in any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now outstanding voting capital stock or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence other ownership interests of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary Controlled Foreign Corporation (as defined below) in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any excess of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to Debtor shall arise or exist in connection with the pledge of any CFCControlled Foreign Corporation, the Collateral shall include, and (iii) no Debtor shall be deemed to have granted a security interestinterest in, pledge or assignment such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall attach to any Excluded Collateral prior to mean a “controlled foreign corporation” as defined in the occurrence of an Event of DefaultInternal Revenue Code.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit In consideration of the Lenderscovenants and agreements contained herein, and as a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to the Administrative Agent, for the ratable benefit of the Lenders, Landlord a first priority continuing security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds property of any and all of the foregoing kind or hereinafter-described Collateral (description, including, without limitation, proceeds that constitute any personal property left by Tenant at the Premises, the security deposit, if any, and any advance rent payment or other deposit, now in or hereafter delivered to or coming into the possession, custody or control of the types described herein) andLandlord, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether by or not the Administrative Agent is the loss payee thereof, for the ratable benefit account of the Lenders)Tenant, in any manner and for any purpose, together with any increase in profits or any indemnity warranty or guaranty payable by reason of loss or damage proceeds from such property. The security interest granted to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; Landlord hereunder secures payment and all books of account and records, including all computer software relating thereto. This Agreement secures the payment performance of all Obligations obligations of the Borrowers Tenant under this Lease now or hereafter existing arising or arisingexisting, whether direct or indirect, absolute or contingent, or due or to become due. Without limiting In the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence event of a bankruptcydefault under this Lease which is not cured within the applicable grace period, reorganization if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the Commonwealth of Virginia Commercial Code and otherwise available at law or similar proceeding involving in equity, including, but not limited to, the right to retain as damages the personal property, security deposit and other funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such Borrowerother documents or instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Landlord's rights under this Section are in addition to Landlord's rights under Sections 5 and 13. Notwithstanding anything to the contrary contained in this Agreement or in any Loan DocumentSection 57 of the Lease, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, the security interest granted by a Subsidiary that is a CFC, Tenant to Landlord shall be required subordinate to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment if any, granted to Tenant's lenders in the ordinary course of Tenant's business. At Tenant's request, Landlord shall attach execute a lien waiver, the form of which shall be reasonably satisfactory to Landlord, waiving Landlord's security interest in the collateral described in any Excluded Collateral prior to the occurrence of an Event of Defaultsuch lien waiver.

Security Interest. Each Borrower hereby assigns This Agreement will constitute a security agreement under the Uniform Commercial Code. Merchant and pledges Guarantor(s) grants to RCNY a security interest in and lien upon all of their present and future: (a) accounts (the Administrative Agent“Accounts Collateral”), for the ratable benefit chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the LendersUniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) funds at any time in the Merchant’s and/or Guarantor(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and hereby grants (e) any amount which may be due to RCNY under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the Administrative Agent“Collateral “). Xxxxxxxx agrees to provide other security to RCNY upon request to secure Merchant’s obligations under this Agreement. Xxxxxxxx agrees that, for if at any time there are insufficient funds in Merchant’s Account to cover RCNY’s entitlements under this Agreement, RCNY is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and such assets shall then become Collateral. These security interests and liens will secure all of RCNY’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, RCNY or an affiliate of RCNY is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. This security interest may be exercised by RCNY without notice or demand of any kind by making an immediate withdrawal or freezing the ratable benefit Collateral. RCNY shall have the right to notify account debtors at any time. Pursuant to Article 9 of the LendersUniform Commercial Code, as amended from time to time, RCNY has control over and may direct the disposition of the Collateral, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Collateral. With respect to such security interests and liens, RCNY will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from RCNY written consent prior to granting a security interest of any kind in the Collateral to a third party. Merchant and Guarantor (s) agree(s) that this is a contract of recoupment and RCNY is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Collateral. Nevertheless, Xxxxxxxx and Guarantor(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by RCNY. Merchant and Guarantor(s) agree(s) to execute and deliver to RCNY such instruments and documents RCNY may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. RCNY is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s) name. Merchant and Guarantor(s) each acknowledge and agree that any security interest granted to RCNY under any other agreement between Merchant or Guarantor(s) and RCNY (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s) each agrees to execute any documents or take any action in connection with this Agreement as RCNY deems necessary to perfect or maintain RCNY’s first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrowerand the Additional Collateral, including all proceeds the execution of any account control agreements. Merchant and all of the foregoing Guarantor(s) each hereby authorizes RCNY to file any financing statements deemed necessary by RCNY to perfect or hereinafter-described Collateral (includingmaintain RCNY’s security interest. Merchant and Guarantor(s) shall be liable for, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise includedand RCNY may charge and collect, all policies of insurance on any property of such Borrower costs and all payments expenses, including but not limited to attorney’s fees, which may be incurred by RCNY in protecting, preserving and proceeds under any such insurance (whether or enforcing RCNY’s security interest and rights. Negative Pledge. Merchant and Guarantor(s) each agrees not the Administrative Agent is the loss payee thereofto create, for the ratable benefit of the Lenders)incur, assume, or permit to exist, directly or indirectly, any indemnity warranty lien on or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of or the Additional Collateral; , as applicable. Initials: _________ Consent to Enter Premises and all books of account and records, including all computer software relating theretoAssign Lease. This Agreement secures RCNY shall have the right to cure Xxxxxxxx’s default in the payment of all Obligations rent on the following terms. In the event Merchant is served with papers in an action against Merchant for nonpayment of rent or for summary eviction, RCNY may execute its rights and remedies under the Assignment of Lease. Xxxxxxxx also agrees that RCNY may enter into an agreement with Xxxxxxxx’s landlord giving RCNY the right: (a) to enter Merchant’s premises and to take possession of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations fixtures and would be owed by each Borrower to the Administrative Agent and any of the Lenders but equipment therein for the fact that they are unenforceable or not allowable due purpose of protecting and preserving same; and/or (b) to the existence assign Merchant’s lease to another qualified business capable of operating a bankruptcy, reorganization or similar proceeding involving business comparable to Merchant’s at such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultpremises.

Security Interest. Each (a) The parties to this Amendment intend that the conveyance of the Collateral by the Borrower to the applicable Purchasers be treated as sales for all purposes other than financial accounting purposes. If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Amendment and the Sale and Servicing Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Borrower under Applicable Law. In addition to, and not in limitation of, any ownership interest now or hereafter acquired by any Purchasers, the Borrower hereby transfers, conveys, assigns and pledges grants as of the Thirteenth Amendment Effective Date to the Administrative AgentTrustee, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority lien and continuing security interest in all of such the Borrower’s right, title and interest in in, to and to under (but none of the obligations under) all Collateral (subject to Liens permitted by this Agreement or including any other Loan DocumentHedging Agreements), whether now owned existing or hereafter arising or acquired by such the Borrower, including all proceeds and wherever the same may be located, to secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of any and all time, acceleration or otherwise, of the foregoing Aggregate Unpaids of the Borrower arising in connection with this Amendment, and the Sale and Servicing Agreement and each other Transaction Document, whether now or hereinafter-described Collateral (hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, proceeds that constitute property all Aggregate Unpaids. The assignment under this Section 2(a) and under Section 9.1 of the types described herein) andSale and Servicing Agreement does not constitute and is not intended to result in a creation or an assumption by the Trustee, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is Agent, the loss payee thereofPurchaser Agents, for any Hedge Counterparty, the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans Liquidity Banks or any of the obligations Secured Parties of any obligation of the Borrowers Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Amendment and the Sale and Servicing Agreement had not been executed, (b) the exercise by the Trustee, for the benefit of the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Administrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party shall have any obligations or liability under the Collateral by reason of this Amendment or the Sale and Servicing Agreement, nor shall the Administrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party be obligated to perform any of the Loan Documents, (ii) no Borrower obligations or Subsidiary shall be required to pledge, directly or indirectly, more than 65% duties of the stock of Borrower thereunder or to take any CFC, and (iii) no security interest, pledge action to collect or assignment shall attach to enforce any Excluded Collateral prior to the occurrence of an Event of Defaultclaim for payment assigned hereunder.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment and performance of the LendersObligations, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in all of such BorrowerDebtor’s right, title and interest in in, to and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)under all of its personal property, wherever located and whether now existing or owned or hereafter acquired by such Borroweror arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, other goods, money and all products, proceeds and supporting obligations of any and all of the foregoing (collectively, the “Collateral”). This Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 18 hereof. Anything herein to the contrary notwithstanding, in no event shall the Collateral include, and Debtor shall not be deemed to have granted a security interest in, any of Debtor’s right, title or hereinafter-described Collateral (including, without limitation, proceeds that constitute property interest in any of the types described outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to Debtor shall arise or exist in connection with the pledge of any Controlled Foreign Corporation, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Internal Revenue Code. Notwithstanding anything herein to the contrary, no security interest in any contract, agreement, lease, license, permit, governmental authorization, accreditation, or other agreement entered into by Debtor (A) andthat prohibits or requires the consent of any Person other than Debtor and its Affiliates which has not been obtained as a condition to the creation by the Debtor of a Lien on any right, title, or interest in such contract, agreement, lease, license, permit, governmental authorization, accreditation or other agreement or any stock related thereto, or (B) to the extent that any applicable law or regulation prohibits the creation of a Lien thereon or would void the rights of the Debtor if a Lien is created thereon, but only, with respect to the prohibition in (A) and (B), to the extent and for as long as such prohibition is not otherwise includedterminated, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)rendered unenforceable, or otherwise deemed ineffective by the UCC or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFCother applicable law, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultgranted hereunder.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and Company hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Holder a first priority continuing security interest in all presently existing and later acquired Collateral to secure all obligations and performance of such BorrowerCompany’s rightduties hereunder (collectively, title the "Obligations"). The term "Collateral" shall include the following categories of assets as defined in Article 9 of the Uniform Commercial Code of the State of Georgia as amended (the "UCC"): goods (including inventory, equipment and interest in any accessions thereto, 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 to the Collateral (subject to Liens permitted by this Agreement or all other investment property, supporting obligations and any other Loan Document)and all proceeds of any thereof, wherever located, whether now owned or hereafter acquired acquired. Notwithstanding anything contained herein to the contrary, any rights granted to Holder pursuant to the security interest granted hereunder may only be enforced following prior written notice of a default of the Obligations to Company with a five (5) day opportunity for each party to cure such default. If, pursuant to the UCC, prior notice must be given to the Company upon the occurrence of an event, a five (5) day notice period shall be sufficient. Company irrevocably authorizes the Holder at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that: (i) indicate the Collateral as all assets of Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; and (ii) contain any other information required by such Borrowerpart 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including all proceeds (y) whether Company is an organization, the type of organization, and any and all of the foregoing or hereinafter-described Collateral (includingorganization identification number issued to Company, without limitation, proceeds that constitute property of the types described herein) and, (z) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; and contain a notification that Company has granted a negative pledge to the extent not otherwise includedHolder, all policies of insurance on and that any property of such Borrower and all payments and proceeds under any such insurance (whether subsequent lien or not may be tortuously interfering with the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage Holder’s rights. Company agrees to or otherwise with respect to furnish any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower information to the Administrative Agent and any of the Lenders but Holder promptly upon request. Company ratifies its authorization for the fact that they are unenforceable Holder to have filed any like initial financing statements or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral amendments thereto if filed prior to the occurrence of an Event of Defaultdate hereof. The Holder may add any supplemental language to any such financing statement as the Holder may determine to be necessary or helpful in acquiring or preserving rights against third parties.

Security Interest. Each Borrower hereby assigns and pledges To secure the prompt payment of all of each Debtor’s Obligations (as defined in the Loan Agreement referred to below) to the Administrative AgentSecured Party, for under that certain Loan Agreement between the ratable benefit Secured Party and the Debtors with respect to the loans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and all of the Lendersother Loan Documents (as defined in the Loan Agreement), and each Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a continuing first priority lien and security interest in and right of setoff against all of such BorrowerDebtor’s rightrights, title and interest, including without limitation such Debtor’s securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the “UCC”)), in and to the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the “Custodian”): the Fund trust accounts specified in Exhibit A, attached hereto and made a part hereof in the name of the Debtor (collectively the “Securities Account”), together with all of such Debtor’s rights, title and interest in and to all securities and financial assets (as such terms are defined in Article 8 of the Collateral UCC) therein and all principal, interest, distributions, dividends (subject to Liens permitted by this Agreement whether cash or any other Loan Documentstock), whether now owned income, earnings, cash and other rights at any time received or hereafter acquired by such Borrowerreceivable or otherwise distributed in respect of or in exchange therefor, including and all additions to, all replacements of, all substitutions for, and all proceeds of any and or all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing being sometimes collectively referred to herein as the “Collateral” of such Debtor). The Secured Party may also prepare and file on behalf of Debtors appropriate UCC-1 financing statements evidencing the Secured Party’s interest in the Collateral all cash proceeds under Article 9 of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultUCC.

Security Interest. Each Borrower hereby assigns The due and pledges punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the Administrative Agentextent permitted by law), for on the ratable benefit Notes and performance of all other Notes Obligations of the Lenders, Issuer and hereby grants the Guarantors to the Administrative Agent, for Holders or the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by Trustee under this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral Indenture (including, without limitation, proceeds that constitute property the Note Guarantees), the Notes and the Security Documents, according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder, by its acceptance of the types described Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral) and the Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee and the Collateral Agent to perform their obligations and exercise their rights under the Security Documents (including, without limitation, the Intercreditor Agreement) in accordance therewith. The Trustee, in its capacity as Authorized Representative (and for purposes of Article 12 herein, as Additional Pari Passu Representative (as defined in the Intercreditor Agreement)) andfor the Notes Obligations, and each Holder acknowledges and agrees that upon the Trustee’s (in such capacity as Authorized Representative) entry into the Joinder Agreement, dated as of the Issue Date (the “Intercreditor Joinder Agreement”), to the Intercreditor Agreement, the Trustee, as Authorized Representative, and each Holder, by its acceptance thereof, will be subject to and bound by the provisions of the Intercreditor Agreement as “Pari Passu Secured Parties” (as defined in the Intercreditor Agreement). The Issuer will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders, equally and ratably with all Indebtedness owing under the XHR Credit Agreements and any other Additional Pari Passu Lien Obligations, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens, in each case, to the extent not otherwise included, all policies of insurance on any property of such Borrower required by the Security Documents and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower subject to the Administrative Agent and any of Intercreditor Agreement (it being understood that the Lenders but for the fact that they are unenforceable or not allowable due Trustee has no duty to the existence of a bankruptcy, reorganization or similar proceeding involving make such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultrequest).

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt payment and performance in full when due of the LendersObligations (whether at stated maturity, by acceleration, or otherwise), Debtor hereby pledges and assigns to Secured Party, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority continuing lien on and security interest in in, all of such Borrower’s Debtor's right, title title, and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Collateral, whether now owned or hereafter arising or acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowerwherever located. Notwithstanding anything to the contrary contained in this Agreement, the Obligations secured under this Agreement shall not exceed an aggregate amount equal to the greatest amount that would not render Debtor's indebtedness, liabilities or obligations under this Agreement subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided, however, that, for purposes of the immediately preceding clause, it shall be presumed that the Obligations secured hereunder do not equal or exceed any aggregate amount which would render Debtor's indebtedness, liabilities or obligations under this Agreement subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to but without limiting the generality of the foregoing sentence, the provisions of this Agreement are severable and, in any Loan Documentlegally binding action or proceeding involving any state corporate law or any bankruptcy, (i) no Subsidiary that is a CFCinsolvency or other laws of general application relating to the enforcement of creditors' rights and general principles of equity, if the indebtedness, liabilities or that is owned in whole obligations of Debtor hereunder would otherwise be held or in partdetermined to be void, directly invalid or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any unenforceable on account of the amount of its assets indebtedness, liabilities or otherwise provide obligations under this Agreement, then, notwithstanding any security other provision of this Agreement to the contrary, the amount of such indebtedness, liabilities or obligations shall, without any of the Loans further action by Debtor, Secured Party or any of the obligations of the Borrowers under any of the Loan Documentsother Person, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, automatically limited and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior reduced to the occurrence of an Event of Defaultgreatest amount which is valid and enforceable as determined in such action or proceeding.

Security Interest. Each Borrower hereby assigns and pledges 10.1. (a) It is intended that the conveyance by Seller to the Administrative Agent, for the ratable benefit Buyer of the LendersParticipation, as provided for in Section 2, shall be absolute and irrevocable and be construed as a sale by Seller to Buyer of the Participation, and hereby grants to both Seller and Buyer shall treat the Administrative Agent, for the ratable benefit conveyance of the LendersParticipation as a sale by Seller to Buyer of the Participation for all legal, regulatory, accounting and tax purposes and shall classify the conveyance as a first priority sale on all forms, reports or other filings ILIAC PARTICIPATION AGREEMENT NY12534:201913.4 (including, without limitation, any tax returns) required to be filed by either Buyer or Seller and the Buyer’s Proportion of the Security shall not constitute property of the Seller’s estate in the event of the Seller’s bankruptcy. Further, it is not intended that any such conveyance be deemed to be a pledge of the Securities by Seller to Buyer to secure a debt or other obligation of Seller. However, in the event that Buyer’s Proportion of each Security is held to be property of Seller or if for any reason this Agreement is held or deemed to create a security interest in Buyer’s Proportion of each Security or characterized as a financing transaction, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (b) the conveyances provided for in Section 2 shall be deemed to be (1) a grant by Seller to Buyer of a security interest in all of such BorrowerSeller’s rightright (including the power to convey title thereto), title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)interest, whether now owned or hereafter acquired by such Borroweracquired, including in and to (A) Buyer’s Proportion and Transferred Rights of each Security, (B) all amounts payable pursuant to Buyer’s Proportion and Transferred Rights of each Security in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, whether in the form of cash, instruments, securities or other property and (2) an assignment by Seller to Buyer of any security interest in any and all of Seller’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing or hereinafter-described Collateral clauses (including, without limitation, proceeds that constitute property of the types described herein1)(A) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance through (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the LendersC), or any indemnity warranty or guaranty payable in each case to secure the due and punctual payment by reason Seller of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateralits obligations hereunder; and all books of account (c) notifications to persons holding such property, and recordsacknowledgments, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now receipts or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving confirmations from persons holding such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFCproperty, shall be required to pledge any deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of its assets or otherwise provide any Buyer for the purpose of perfecting such security of any of the Loans or any of the obligations of the Borrowers interest under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultapplicable law.

Security Interest. Each Borrower Pledgor hereby assigns and pledges to the Administrative AgentBARGAINS, for the ratable benefit of the LendersSELLS, GRANTS, CONVEYS, TRANSFERS, PLEDGES, HYPOTHECATES, and hereby grants ASSIGNS to the Administrative Agent, FNB for the ratable benefit of the Lendersits benefit, a first priority security interest (the “Security Interest”) in the Pledged Stock, together with all increases, replacements, additions and substitutions related thereto, all dividends, distributions, return of such Borrower’s rightcapital, title cash, instruments and interest other property from time to time received, receivable or otherwise distributed in and to the Collateral (subject to Liens permitted by this Agreement respect of or in exchange for any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing Pledged Stock and all subscription warrants, rights or hereinafter-described Collateral (options issued thereon or with respect thereto, together with, and including, without limitationall rights of Pledgor pursuant to its bylaws, proceeds that constitute property any shareholder agreement or other similar agreements of Landmark Bank (collectively, the “Pledge Agreement Collateral”), to secure the complete and timely payment, performance or discharge of (i) each of the types described hereinobligations and covenants of Pledgor under this Agreement, the Credit Agreement, the Note or the other Loan Documents, and all modifications, substitutions, extensions and renewals of each, whether absolute or contingent, liquidated or unliquidated, existing now or arising in the future and (ii) and, all present and future indebtedness and obligations of Pledgor to the extent not otherwise includedSecured Parties whether direct, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofindirect, for the ratable benefit of the Lenders)absolute, or any indemnity warranty or guaranty payable contingent and whether arising by reason of loss or damage to note, guaranty, overdraft, or otherwise (individually, an “Obligation” and collectively, the “Obligations”). The Security Interest shall be effective with respect to each item of Pledge Agreement Collateral for so long as any Obligation remains outstanding or FNB has any Commitment under the Credit Agreement, regardless of whether Pledgor becomes the foregoing Collateral all cash proceeds owner of the Collateral; and all books of account and records, including all computer software relating thereto. This such Pledge Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to or contemporaneously with or subsequent to the occurrence incurring of an Event of Defaultsuch Obligation.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment of the LendersLease Payments and Assumed Liabilities and any other amounts due under this Lease and performance of all obligations under this Lease by Lessee, and hereby the Lessee grants to the Administrative Agent, for the ratable benefit of the Lenders, Lessor a first priority security interest in all of such Borrower’s rightthe Home Health License, title the Assets, including any Replacement Assets (the "Leased Assets"), and the Inventory. Lessee further grants a security interest in and to all other assets of the Collateral Lessee (subject to Liens permitted by this Agreement or any other Loan Documentthe "Other Assets"), whether now owned or hereafter acquired by such Borroweracquired, including all proceeds of any and without limitation the following (all of the foregoing or hereinafter-described Leased Assets and Other Assets being hereinafter called the "Collateral"), and Lessor acknowledges it shall not have first priority security interest in the portion of the Collateral (including, without limitation, proceeds that constitute constituting Other Assets: all personal and fixture property of the types described herein) andevery kind and nature including without limitation all goods (including inventory, to the extent not otherwise includedequipment and any accessions thereto), all policies of instruments (including promissory notes), documents, accounts (including health-care-insurance on any property of such Borrower and all payments and proceeds under any such insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the Administrative Agent letter of credit is evidenced by a writing), securities and all other investment property, supporting obligations, any other contract rights or rights to the loss payee thereofpayment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles). The Lessee hereby irrevocably authorizes the Lessor at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Lessee or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the ratable benefit sufficiency or filing office acceptance of the Lenders), any financing statement or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and recordsamendment, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that whether the Lessee is a CFCan organization, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required the type of organization and any organizational identification number issued to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan DocumentsLessee and, (ii) no Borrower in the case of a financing statement filed as a fixture filing a sufficient description of real property to which the Collateral relates. The Lessee agrees to furnish any such information to the Lessor promptly upon the Lessor's request. To further the attachment, perfection and priority of, and the ability of the Lessor to enforce, the Lessor's security interest in the Collateral, and without limitation on the Lessee's other obligations in this Agreement, the Lessee agrees, in each case at the Lessee's expense, to take such Collateral as required to ensure that the Lessor maintains a security interest in the Collateral. Lessee agrees that Lessor shall hold and possess a first priority security interest in the Home Health License, the Assets and the Inventory during the Term of the Lease (as hereinafter defined) and until all obligations under this Lease have been irrevocably paid in full. Lessee agrees and acknowledges that Lessor has acquired a secured interest in the cash collateral of the estate as governed by 11 USC ss. 363 pursuant to this Section 3 and will not use any cash of the estate or Subsidiary income generated by the Home Health License without the written consent of Lessor, if Lessee files a petition under Title 11 of the United States Code, hereinafter the "Bankruptcy Code". If Lessee files a petition under the Bankruptcy Code or under any other similar federal or state law, Lessee unconditionally and irrevocably agrees that Lessor shall be entitled, and Lessee hereby unconditionally and irrevocably consents, to relief from any automatic stay so as to allow Lessor to exercise its rights and remedies under this Agreement with respect to the rights and property subject to the security interests, including taking possession of said Collateral. In such event, Lessee hereby agrees that it shall not, in any manner, oppose or otherwise delay any motion filed by Lessor for relief from the automatic stay. Lessor's enforcement of the right granted herein for relief from the automatic stay is subject to the approval of the bankruptcy court in which the case is then pending. Lessee represents to Lessor that it has considered and evaluated the prospects and feasibility of the reorganization of its business under Chapter 11 of the Bankruptcy Code, including the sale of the business, the sale of all or substantially all of its assets, the restructuring of its assets and liabilities, and a liquidation. Lessee represents to Lessor that, based on the foregoing consideration and evaluation, if Lessee is unable to comply with, or otherwise defaults under this Lease, Lessee will not then have any realistic prospect of an effective reorganization. If Lessee files a petition under the Bankruptcy Code or under any other similar federal or state law, Lessee hereby unconditionally and irrevocably agrees that it shall not, in any manner, oppose or challenge any assertion by Lessor that Lessee does not have any realistic prospect of an effective reorganization unless, and only to the extent that, there has been a material change or material changes in the circumstances of Lessee from the date hereof, which was or were not contemplated by or in this Lease. It shall be presumed that there has not been a material change in the circumstances of Lessee unless each and every such change is specifically identified by Lessee and supported with adequate and competent evidence thereof. However, in the event that Lessee does file a petition in bankruptcy, Lessee agrees to execute all documents necessary and to take all such further actions as may be required to pledgetransfer the Home Health License and Assets to Lessor. Lessee further agrees to provide Lessor with any and all reasonable assurances of its security that Lessor may request, directly or indirectlyincluding the execution of documents acknowledging Lessor's security interests and the provision of Lessee's, more than 65% Guarantor's and Parent's financial statements, provided that any such request is made during the Term of the stock of any CFC, this Lease (as hereinafter defined) unless all obligations under this Lease have not been irrevocably paid and (iii) no security interest, pledge or assignment satisfied in full in which case this obligation shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultextend until such time as all obligations under this Lease have been irrevocably paid and satisfied in full.

Security Interest. Each To secure payment and performance in full of the obligations arising under the Existing Loan Agreement and the other Financing Agreements defined therein, the Borrower hereby assigns and pledges previously granted to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority right of setoff against and a continuing security interest in and to certain of the Borrower's property and interests in property, whenever acquired and wherever located (as set forth with more specificity in the Existing Loan Agreement). The Borrower acknowledges that such property and interests in property remain subject to a right of setoff against and a continuing security interest of the Agent, for the benefit of the Lenders (which rights and security interests were granted and continued pursuant to the Existing Loan Agreement and related Financing Agreements) and that all of such property and interests in property will constitute Collateral for the Liabilities. Accordingly, the Borrower hereby reaffirms the prior grant of a right of setoff against and a continuing security interests in and to certain of the Borrower’s right's property and interests in property, title as more specifically described below, whenever acquired and wheresoever located, and to secure payment and performance in full of the Liabilities, the Borrower hereby grants to the Agent, for the benefit of the Lenders, a right of setoff against and a continuing security interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following property and interests in property, whether now owned or hereafter owned or acquired by such Borrowerthe Borrower and wheresoever located: (a) Accounts, including all proceeds contract rights, General Intangibles, chattel paper, instruments, notes, letters of credit, warehouse receipts, shipping documents, documents and documents of title; (b) Inventory; (c) Equipment; (d) deposit accounts (general or special) with, and credits and other claims against, Agent or any Lender, or any other financial institution with which the Borrower maintains deposits; (e) monies, and any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute other property and interests in property of the types described herein) andBorrower now or hereafter coming into the actual possession, to custody or control of the extent not otherwise included, all policies Agent or any Lender or any agent or affiliate of insurance on the Agent or any property of such Borrower and all payments and proceeds under Lender in any such insurance way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or not the Administrative Agent is the loss payee thereofotherwise) (but excluding Rolling Stock); (f) interests in leases of real or personal property, for the ratable benefit whether as lessor or lessee (including any option to purchase thereunder); (g) all insurance proceeds of or relating to any of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect foregoing; (h) books and records relating to any of the foregoing Collateral all cash proceeds of and to the CollateralBorrower's business; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFCall accessions and additions to, or that is owned in whole or in partsubstitutions for, directly or indirectlyand replacements, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security products and proceeds of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultforegoing.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the Administrative Agentfollowing, for whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, General Intangibles, Deposit Accounts, and all money, and all property now or at any time in the ratable benefit future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the Lendersforegoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. The Collateral may also be subject to Permitted Liens. Silicon may, while an event of default exists, place a "hold" on any Deposit Account pledged as collateral. If the Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such Borrower’s rightwriting to be in form and substance satisfactory to Silicon. Notwithstanding the foregoing, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or does not include: any other Loan Document)copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired by such Borroweracquired. Notwithstanding the foregoing, including the Collateral shall include all proceeds of any accounts, license and all of the foregoing or hereinafter-described Collateral (includingroyalty fees and other revenues, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)proceeds, or any indemnity warranty income arising out of or guaranty payable by reason of loss or damage to or otherwise with respect relating to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultintellectual property.

Security Interest. Each To secure the performance by the Borrowers of all of their obligations hereunder, as well as all of the rights of the Lender hereunder, and to secure all amounts due under the Note, including any renewal, substitution, consolidation, or extension thereof, as well as payment of any and all indebtedness which may now or hereafter in the future be owing by the Borrowers to the Lender, its successors and assigns, however and whenever incurred, arising or evidenced, whether alone or together with another or others, whether direct, indirect, or by way of assignment, whether joint or several, absolute or contingent, due or to become due, and whether as principal maker, endorser, surety, guarantor, mortgagee or otherwise, or which the Lender may now or hereafter have, own or hold (all of said debts, obligations and liabilities are herein collectively called the "Liabilities") and whether such Liabilities are from time to time reduced and thereafter increased or entirely extinguished and thereafter re-incurred, each Borrower hereby assigns and pledges grant to the Administrative AgentLender a present and continuing lien upon, for the ratable benefit of the Lenders, security title to and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in in: all the assets of such Borrower including, without limitation: (a) all of such Borrower’s right's accounts, title contract rights, chattel paper, instruments, drafts and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)general intangibles, whether now owned existing or hereafter arising or acquired by such Borrower(herein referred to as the "Receivables"), including all proceeds of together with any returned, repossessed, or unshipped goods relating to the Receivables, and all dividends and distributions on or rights in connection with any such property and all rights of such Borrower earned or to be earned under contracts to sell goods or render services; (b) any balances, credits, accounts, items and monies of, such Borrower now or hereafter with the foregoing or hereinafter-described Collateral Lender; (c) all inventory of such Borrower including, without limitation, proceeds that constitute property of the types described herein) andall raw materials, to the extent not otherwise includedfinished goods, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.work in

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As security for the ratable benefit payment of all loans and other extensions of credit or other financial accommodations now or in the Lendersfuture made by Bank to Borrower and all other liabilities of Borrower to Bank, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Bank a first priority security interest in the above described Collateral and all and any Proceeds arising therefrom and all and any products of such Borrower’s rightthe Collateral. DELETE | The proceeds of the loan hereby obtained by the Borrower IF NOT | will be used to purchase the Collateral. APPLICABLE | Borrower represents and warrants that it is the sole lawful owner of the Collateral, free and clear of any liens, and encumbrances, and has the right and power to pledge, sell, assign and transfer absolute title thereto to Bank and that no financing statement covering the Collateral, other than the Bank's, is on file in any public office. To further secure the Liabilities, the Borrower hereby grants, pledges and assigns to the Bank a continuing lien, security interest and right of set-off in and to all money, securities and all other property of the Collateral (subject to Liens permitted Borrower, and the proceeds thereof, now or hereafter actually or constructively held or received by this Agreement or for the Bank, Chemical Securities, Inc. or any other Loan Document), whether now owned or hereafter acquired by such Borroweraffiliate of the Bank for any purpose, including all proceeds of any safekeeping, custody, pledge, transmission and collection, and in and to all of the Borrower's deposits (general and special) and credits with the Bank, Chemical Securities, Inc. or any other affiliate of the Bank. Borrower authorizes Bank to deliver to others a copy of this Agreement as written notification of the Borrower's transfer of a security interest in the foregoing or hereinafter-described Collateral (includingproperty. The Bank is hereby authorized at any time and from time to time, without limitationnotice, proceeds that constitute property to apply all or part of such money, securities, property, proceeds, deposits or credits to any of the types described herein) andLiabilities in such amounts as the Bank may elect in its sole and absolute discretion, to although the extent not otherwise included, all policies of insurance on any property of such Borrower Liabilities may then be contingent or unmatured and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would collateral security may be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultdeemed adequate.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to Xxxxxx, the Administrative Agent, for the ratable benefit of the Lenderssecured party hereunder, a continuing security interest subject to (i) the first priority security interest in all granted to Xxxxx Bros. Advisors LP as agent for Xxxxx Brothers Life Sciences L.P. and 667, L.P. (the “Secured Party”), pursuant to that certain Security Agreement dated as of such Borrower’s rightDecember 11, title 2023 by and between the Borrower and the Secured Party, and (ii) the prior interest granted to _________________ and to any prior interests granted to the Lender, in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all “Lender Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the foregoing granting of this security interest, regardless of how they arise or hereinafter-described Collateral (by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, proceeds all interest, other fees and expenses (all hereinafter called “Obligations”). The Lender Collateral includes the following property that constitute property of Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the types described hereinacquisition or creation thereof: (i) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under amounts owing to Borrower now or in the future from any such insurance (whether merchant processor(s) processing charges made by customers of Borrower via credit card or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateraldebit card transactions; and (ii) all books of account other tangible and recordsintangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including all computer software relating thereto. This Agreement secures the payment certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Documentcredit rights, (i) no Subsidiary the secured position in the Company’s accounts receivable in the aggregate amount of $4,470,000 pursuant to an agreement for the purchase and sale of future receipts by the holder thereof as further described in the Form 8-K filed by the Borrower on October 11, 2023, and accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (l) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code; and shall exclude (i) any Collateral (as such term is defined in that is a CFCcertain Security Agreement dated as of December 11, or that is owned in whole or in part, directly or indirectly2023, by a Subsidiary that is a CFCand between the Borrower and the Secured Party as more fully described in the Borrower’s Current Report on Form 8-K filed with the SEC on December 12, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents2023), and (ii) no any Collateral (as such term is defined in that certain Intellectual Property Security Agreement dated as of December 11, 2023, by and between the Borrower and the Secured Party as more fully described in the Borrower’s Current Report on Form 8-K filed with the SEC on December 12, 2023). The security interest Borrower (or Subsidiary shall be required Guarantor, if applicable, pursuant to pledgeSection 12) grants includes all accessions, directly or indirectlyattachments, more than 65% of accessories, parts, supplies and replacements for the stock of Lender Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any CFC, and (iii) no security interest in household goods in which Xxxxxx is forbidden by law from taking a security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt performance and payment in full of the Lendersindebtedness evidenced by this Note, including accrued and unpaid interest and costs of collection and any other charges due in connection herewith (collectively, the "Obligations"), the Corporation hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement assets now or any other Loan Document), whether now hereafter owned or hereafter acquired by such Borrowerthe Corporation, and any accessions or substitutions thereto, including all proceeds of any and all without limitation the following (collectively, the "Collateral"): All inventory of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute Corporation; all goods and equipment of the Corporation; all accounts receivable of the Corporation; all real property of the types described herein) and, Corporation; all contract rights of the Corporation; all other rights of the Corporation to the extent not otherwise includedpayment of money, amounts due under factoring agreements, tax refunds and insurance proceeds; all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit interests of the Lenders)Corporation in goods as to which an account receivable shall have arisen; all files, records and writings of the Corporation or in which it has an interest in any indemnity warranty way relating to the foregoing property; all deposit accounts, investment property, instruments, documents of title, policies and certificates of insurance, securities, promissory notes, chattel paper, deposits, cash or guaranty payable other property owned by reason the Corporation or in which it has an interest; all general intangibles of loss or damage the Corporation including without limitation good will, trade secrets, trade names, trademarks, URLs, patents, patent applications and any rights of the Corporation to or otherwise with respect retrieval from third parties of electronically processed and recorded information pertaining to any of the foregoing Collateral types of Collateral; and proceeds and products of all cash proceeds of the foregoing. The Corporation shall cooperate with the Lender in preparing and filing one or more UCC-1 financing statements or other financing notices complying with the requirements of applicable law and otherwise in form approved by the Lender; and shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Lender may reasonably require more completely to vest in and assure to the Lender its rights hereunder or in any of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures Upon the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security happening of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default, the Lender shall have all of the rights and remedies of a secured party under the Uniform Commercial Code.

Security Interest. Each Borrower To secure payment of the principal of and all interest on the Loan, the Investor hereby assigns assigns, pledges and pledges grants to DLJ Merchant Banking II, Inc. (the Administrative Agent"AGENT"), for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersLender, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise includedpreviously delivered, delivers to the Agent): (i) _______________ Common Shares acquired by the Investor from the Company as of the date hereof and all other shares of capital stock acquired by the Investor from the Lender (collectively, the "PLEDGED SHARES"); (ii) all rights and privileges with respect to the Pledged Shares; (iii) all income and profits thereon; (iv) all dividends, payments and other distributions with respect thereto; and (v) all proceeds thereof and substitutions therefor, other than any cash income, profits, dividends, payments, distributions or proceeds so long as the Investor is not in default hereunder (collectively, the "COLLATERAL"). The Investor is delivering to the Agent certificates representing the Pledged Shares in pledge hereunder. Certificates evidencing the Pledged Shares shall remain in the physical custody of the Agent at all times until the Investor has made payment in full of all principal and interest on the Loan. However, the Agent may elect to release certificates on the request of Investor in connection with a transfer by Investor which is permitted hereunder, so long as the proceeds of such sale are applied as provided herein and, in its reasonable discretion, the Agent determines that the remaining Collateral is sufficient to secure the Loan. This Promissory Note and Pledge constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of principal or interest when due hereunder or under any other note issued in connection with any other loan made by Lender to Investor on similar terms (a "DEFAULT"), the Agent (i) may, by notice to the Investor, declare the Loan (together with accrued and unpaid interest thereon) to be, and the Loan shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all policies of insurance on which are hereby waived by the Investor, and (ii) shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Pledged Shares are granted as security only and shall not subject the Agent or the Company to, or in any property of such Borrower and all payments and proceeds under way affect or modify, any such insurance (whether obligation or not the Administrative Agent is the loss payee thereof, for the ratable benefit liability of the Lenders)Investor with respect to any of its Collateral or any transaction in connection therewith. The Investor agrees that it will, at the Company's expense and in such manner and form as the Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to create, preserve, or validate any indemnity warranty security interest or guaranty payable by reason of loss or damage to or otherwise enable the Agent to exercise and enforce its rights hereunder with respect to any of the foregoing Collateral all cash proceeds Collateral. To the extent permitted by applicable law, the Investor hereby authorizes the Agent to execute and file, in the name of the Collateral; Investor or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Promissory Note and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now Pledge or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization financing statement relating to this Promissory Note and Pledge) which the Agent in its sole discretion may deem necessary or similar proceeding involving such Borrower. Notwithstanding anything appropriate to further perfect its security interest in the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultCollateral.

Security Interest. Each Borrower hereby assigns (a) The parties hereto intend that the Trustee, in its capacity as trustee, is and pledges at all times shall be the owner of and entitlement holder with respect to the Administrative Agent, securities account constituting part of the Trust Account and the assets credited thereto for the ratable benefit of the LendersBeneficiary in accordance with this Trust Agreement and that the Trustee otherwise be the owner or, and if applicable, the holder of legal title to all other assets held from time to time in the Trust Account. Additionally, in order to secure the Grantor’s obligations to the Beneficiary under the Coinsurance Agreement, the Grantor hereby grants to the Administrative Agent, Trustee for the ratable benefit of the Lenders, Beneficiary a first priority perfected security interest in all of such Borrowerthe Grantor’s right, title and interest in in, to and to under the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following property, whether now owned or existing or hereafter acquired by such Borroweror arising and wheresoever located (collectively, the “Collateral”): (i) the Trust Account and the Trust Assets, including investment property, securities, investments, instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to the Trust Account or (y) otherwise conveyed to the Trustee by the Grantor; (ii) all cash and other financial assets credited to the Trust Account and all security entitlements (within the meaning of Section 8-102(a) of the UCC) related to or arising therefrom; and (iii) all proceeds of any of, all supporting obligations relating to, and all of the foregoing security interests, mortgages or hereinafter-described Collateral (includingother liens securing, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, and agrees that this Trust Agreement secures the payment of all amounts that shall constitute part a security agreement under Applicable Law. In furtherance of the Obligations and would be owed by each Borrower preceding sentence, the Trustee acknowledges that all Collateral conveyed to the Administrative Agent and any Trustee is held for the benefit of the Lenders but for Beneficiary. Any amounts withdrawn from the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary Trust Account in accordance with this Trust Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide automatically released from, and withdrawn free and clear of, any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultinterest created herein.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt and unconditional payment and performance of the LendersObligations, the Debtor hereby pledges, hypothecates, assigns, collaterally assigns, charges, mortgages, delivers, and transfers to Lender, and hereby grants to the Administrative AgentLender a lien and security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such BorrowerDebtor’s right, title title, and interest in and to the Collateral (subject Collateral. The Debtor does further grant to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any Lender a continuing lien and security interest upon all of the Debtor’s money and any other property and the proceeds thereof, now or hereafter actually or constructively held or received by Lender for any purpose, including but not limited to, collection, custody, pledge, and transmission. For sake of clarity and without limiting the generality of the foregoing grants, the foregoing grants include a collateral assignment of all of the Key Agreements, including without limitation, all present or hereinafter-described future crude oil marketing agreements or similar arrangements providing for the marketing, storage, processing, purchase and sale of crude oil or other products at or with respect to the Xxxxx Refinery, the Storage Improvements or the Land. Anything herein to the contrary notwithstanding: (a) the Debtor will remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of their duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of its rights hereunder will not release Debtor from any of its duties or obligations under any such contracts or agreements included in the Collateral; and (c) Lender will not have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Agreement, nor will Lender be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Notwithstanding anything to the contrary contained herein or any of the other Loan Documents, if at any time all or any part of any payment theretofore applied by Lender to any of the Obligations is or must be rescinded or returned by Lender for any reason whatsoever (including, without limitation, proceeds that constitute property the insolvency, bankruptcy, reorganization or other similar proceeding of the types described herein) andDebtor or any other Person), such Obligations shall, for purposes of this Agreement, to the extent not otherwise includedthat such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by Lender or any termination agreement or release provided to Debtor, and this Agreement (including the grants in Section 3) shall continue to be effective or reinstated, as the case may be, as to such Obligations, all policies of insurance on any property of as though such Borrower and all payments and proceeds under any such insurance (whether or application by Lender had not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultbeen made.

Security Interest. Each Borrower This Agreement shall constitute a security agreement under applicable Law and, in furtherance thereof, the Company shall be deemed to have granted, and does hereby assigns and pledges grant, to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Participant a first priority security interest in the following for the benefit of the Participant and its assignees as security for the Company’s obligations under this Agreement, including its obligation to pay the Participant’s Share hereunder: (i) the Loans, including all of such Borrower’s right, title and interest in and future advances (including Authorized Funding Draws) made with respect thereto; (ii) the Loan Documents; (iii) all amounts payable to the Company under the Loan Documents and all obligations owed to the Company in connection with the Loans and the Loan Documents; (iv) all Collateral (subject including Acquired Collateral, whether held by the Company directly or indirectly through an Ownership Entity) relating to Liens permitted by this Agreement the Loans; (v) all claims, suits, causes of action and any other right of the Company, whether known or unknown, against a Borrower, any Guarantor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Loans or the Loan Document)Documents or that is in any way based on or related to any of the foregoing, whether now owned including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or hereafter acquired in equity arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby; (vi) all cash, securities and other property received or applied by such Borroweror for the account of the Company under the Loans, including all proceeds distributions received through redemption, consummation of any and all a plan of the foregoing reorganization, restructuring, liquidation or hereinafter-described Collateral (includingotherwise of a Borrower, without limitation, proceeds that constitute property of the types described herein) and, Guarantor or other obligor under or with respect to the extent not otherwise includedLoans, all policies of insurance on and any securities, interest, dividends or other property of such Borrower and all payments and proceeds under any such insurance (whether that may be distributed or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise collected with respect to any of the foregoing Collateral foregoing; (vii) the Collection Account, the LIP Account, the Liquidity Reserve Account and the Litigation Reserve Account, and all cash proceeds of the Collateralamounts on deposit therein; (viii) all Ownership Entities; and (ix) any and all books distributions on, or proceeds or products of account and recordsor with respect to, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality any of the foregoing, this Agreement secures and the payment of all amounts that constitute part rights to receive such proceeds thereof (collectively, the “Secured Assets”). All of the Obligations Notes and would other Custodial Documents shall be owed held by each Borrower the Document Custodian as set forth in Section 8.01(c) (except and to the Administrative Agent and any extent the same are permitted to be removed from the Document Custodian’s possession as provided in the Custodial Agreement). The Participant shall retain possession of the Lenders but for the fact that they are unenforceable or not allowable due Notes and other Custodial Documents with respect to the existence of a bankruptcy, reorganization or similar proceeding involving Loans until such Borrower. Notwithstanding anything time as the Company retains the Document Custodian pursuant to the contrary provisions of Section 8.01(c) and, at such time, the Company shall cause the Document Custodian to take possession of the Notes and other Custodial Documents with respect to the Loans on behalf of the Participant and the Company. The Company hereby authorizes the filing by the Participant of such financing statements in this Agreement or such jurisdictions as the Participant deems appropriate (in any its sole and absolute discretion) with respect to the Loans, the Loan Document, Documents and the Loan Proceeds. The Company shall deliver to the Participant (i) no Subsidiary that is a CFCfor each Loan, or that is owned an allonge, endorsed in whole or in partblank, directly or indirectlyand executed by the Company, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, and (ii) no Borrower or Subsidiary for each Loan that is not registered on the MERS® System, an assignment, in blank, and executed by the Company. Such allonges and assignments shall be required held by the Document Custodian with the Notes and other Custodial Documents. The Participant shall not use the allonge to pledge, directly effect the endorsement of a Note or indirectly, more than 65% the assignment to effect the assignment of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior a mortgage to the Participant unless the Participant is entitled to exercise its rights as a secured party in accordance with this Agreement upon the occurrence and during the continuance of an Event of Default. The Company shall also execute and deliver to the Participant, and cause the Servicer to execute and deliver to the Participant, the Electronic Tracking Agreement. The Company shall be designated as the “servicer” and the “investor” with respect to the Loans that are registered on the MERS® System, and the Servicer shall be designated as the “subservicer” with respect to such Loans. No other Person shall be identified on the MERS® System as having any interest in any of such Loans unless otherwise consented to by the Participant. The Company shall provide the Participant with such reports from MERS as the Participant, from time to time, may request, including to allow the Participant to verify the Persons identified on the MERS® System as having any interest in any of the Loans and to confirm that the Loans registered on the MERS® System continue to be so registered. Without limiting the foregoing, upon the request of the Participant, the Company shall request that MERS run a query with respect to any and all specified fields on the MERS® System with respect to any or all of the Loans registered on the MERS® System and provide the results to the Participant and, if requested by the Participant, shall request that MERS change the information in such fields, to the extent MERS will do so in accordance with its policies and procedures and otherwise consistent with this Agreement, to reflect its instructions.

Security Interest. Each Borrower hereby assigns This Deed of Trust is also intended to encumber and pledges to the Administrative Agent, for the ratable benefit of the Lenderscreate a security interest in, and Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Beneficiary a first priority security interest in all of such Borrower’s in, Grantor's right, title and interest in and all sums on deposit with Beneficiary pursuant to the Collateral (subject to Liens permitted by this Agreement provisions of Section 1.6, Section 1.8 and Section 1.34 hereof or any other Section hereof or of any other Loan DocumentDocument and Grantor's right, title and interest (if any) in all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Trust Property, all renewals, replacements of any of the aforementioned items, or articles in substitution therefor or in addition thereto or the proceeds thereof (said property is hereinafter referred to collectively as the "Collateral"), whether now owned or hereafter acquired not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by such Borrowerlaw, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (includingconsisting of furniture, without limitation, proceeds that constitute property fixtures and equipment is to be deemed and held to be a part of the types described herein) and, and affixed to the extent not otherwise included, all policies of insurance on any property of such Borrower Premises and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to Improvements. The foregoing security interest shall also cover Grantor's leasehold interest in any of the foregoing Collateral property which is leased by Grantor. Grantor shall, from time to time upon the request of Beneficiary, supply Beneficiary with a current inventory of all cash proceeds of the Collateral; and Collateral in which Beneficiary is granted a security interest hereunder, in such detail as Beneficiary may reasonably require. Grantor shall promptly replace all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower Collateral subject to the Administrative Agent lien or security interest of this Deed of Trust when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Beneficiary, remove from the Premises or the Improvements any of the Lenders but for the fact that they are unenforceable or not allowable due Collateral subject to the existence lien or security interest of a bankruptcythis Deed of Trust except such as is replaced by an article of similar suitability and value as above provided, reorganization owned by Grantor free and clear of any lien or similar proceeding involving such Borrowersecurity interest except that created by this Deed of Trust and the other Loan Documents. Notwithstanding anything to All of the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, Collateral shall be required to pledge any of its assets or otherwise provide any security of any kept at the location of the Loans or any of Premises except as otherwise required by the obligations of the Borrowers under any terms of the Loan Documents, (ii) no Borrower or Subsidiary . Grantor shall be required to pledge, directly or indirectly, more than 65% not use any of the stock Collateral in violation of any CFCapplicable statute, and (iii) no security interest, pledge ordinance or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultinsurance policy.