Common use of Security Interest Clause in Contracts

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement Agreement, including Securities safe custody and administration (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”), provided that no Fund shall be liable for the obligations of any other Fund, including Funds that are series of the same business trust. A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims claims, or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement hereunder (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith gross negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other its Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have the rights and remedies of a secured party under the Uniform Commercial Code in respect of the Collateral, Collateral (in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code). Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, entitled (without notice to the Fund, ) to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, reasonable and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off off, or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “"Liabilities”"), except for any Liabilities arising from or the Custodian’s negligence, bad faith 's negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s 's Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “"Collateral”"). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s 's rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 's fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure (a) As security for the due payment and prompt performance of any and all of the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by the Borrower to the Lender, the Borrower hereby pledges to the Lender and gives the Lender a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of the Borrower in and to the Collateral, whether now owned or hereafter acquired by the Borrower, wherever located. As further assurance for the payment and performance of the Indebtedness, Borrower hereby assigns to Lender all sums, including returned or unearned premiums, which may become payable under any policy of insurance on the Collateral, and Borrower hereby directs each insurance company issuing any such policy to make payment of all Advancessuch sums directly to Lender, together with subject to prior interests noted in this Agreement. (b) Except as herein or by applicable law otherwise expressly provided, the Lender shall not be obligated to exercise any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian degree of care in connection with any Collateral in its performance possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any duties rights therein against prior parties, and the Borrower agrees to take such steps. In any case the Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Lender to take and the Lender's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Lender of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of the Lender's options, powers or rights under this Agreement or otherwise arising. (collectivelyc) The Lender may at any time and from time to time, “Liabilities”)with or without notice to the Borrower, except for any Liabilities arising from (i) transfer into the name of the Lender or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all name of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for Lender's nominee any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition (ii) notify any Account Debtor or other obligor of any Collateral to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice make payment thereon direct to the Custodian’s rights under applicable law, Lender of any amounts due or to become due thereon and (iii) receive and after a default direct the Custodian shall be entitled, without notice to the Fund, to withhold delivery disposition of any proceeds of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct misconduct, or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s or its employees’ material breach of this Agreement, negligence, bad faith faith, fraud or willful misconduct or the Custodian’s or its employees’ reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 attorneys’ fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims claims, or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s gross negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other its Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund The Funds shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, Collateral (in addition to all other rights and remedies arising hereunder or under local law, ) the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, entitled (without notice to the Fund, ) to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, reasonable and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims claims, or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement hereunder (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith gross negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other its Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In If the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have the rights and remedies of a secured party under the Uniform Commercial Code in respect of the Collateral, Collateral (in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code). Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, entitled (without notice to the Fund, ) to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, reasonable and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off off, or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims claims, or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s gross negligence, bad faith faith, or willful misconduct misconduct, or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith fraud, or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian held pursuant to this Agreement and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In additionFor the avoidance of doubt, Custodian shall not have the Funds hereby agree that they will promptly execute right to rehypothecate, use, borrow, lend, pledge, or sell the Collateral of any documentation Fund or create a security interest in the Custodian reasonably believes is required under Regulation U with Collateral of any Fund for the benefit of a third party in respect of Custodian’s own obligations to any Advances made pursuant to this Sectionsuch third party, in each case, without the Fund’s prior written consent.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof thereof, except for such Securities which by their terms are not permitted to be pledged without the consent of the issuer of the Security or its general partner, investment manager or other managing fiduciary (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To In order to secure the due full and prompt complete payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its and performance of any duties under this Agreement (collectivelythe Digex Obligation when due, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Debtor hereby grants to the Custodian Secured Party a security interest Security Interest in all of the Fund’s Securities Debtor's rights, titles, and other Assets now or hereafter interests in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable lawCollateral and pledges, collaterally transfers, and assigns the Custodian shall be entitledCollateral to Secured Party, without notice all upon and subject to the Fund, to withhold delivery terms and conditions of any Collateral, sell, set-offthis Security Agreement. Such Security Interest is granted and pledge and assignment are made as security only and shall not subject Secured Party to, or otherwise realize upon transfer or dispose of in any such Collateral and to apply the money way affect or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited tomodify, 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 other disposition obligation of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U Debtor with respect to any Advances made pursuant of the Collateral or any transaction involving or giving rise thereto. The grant contained herein is intended to this Sectionconfer upon Secured Party all 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 is expressly prohibited by any contract, then the Security Interest created hereby nonetheless remains effective to the extent allowed by UCC Section 9-318 or other applicable Law, but is otherwise limited by that prohibition. Notwithstanding anything to the contrary herein or in any other Loan Document, the liability of Debtor to the Administrative Agent and Lenders under any Loan Documents shall not exceed the Digex Obligation.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without with seven (7) days’ advance notice to the a Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.EXECUTION COPY

Security Interest. To secure (a) As security for the due payment and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties and all of the Obligations and the performance of all other obligations and covenants of Borrower hereunder and under this Agreement (collectivelythe other Loan Documents, “Liabilities”)certain or contingent, except for now existing or hereafter arising, which are now, or may at any Liabilities arising from time or times hereafter be owing by Borrower to Lender under the Custodian’s negligenceLoan Documents, bad faith or willful misconduct or the Custodian’s reckless disregard Borrower hereby pledges to Lender and gives Lender a continuing security interest in and Lien upon and right of set-off against, all of its duties right, title and interest in and to the 125 Collateral, whether now owned or hereafter acquired by Borrower, subject to any Permitted Liens. (b) In exercising Lender's rights and remedies under this Agreement, each Fund grants to Lender shall not in any way or manner be liable or responsible for: (i) the Custodian a security interest in all safekeeping of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, (ii) any loss or damage to any of the Collateral occurring or arising in addition any manner or fashion from any cause, (iii) any diminution in the value of any of the Collateral, or (iv) any act or default of any Person. Moreover, Lender is not obligated to all exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any rights therein against prior parties, and Borrower agrees to take such steps. No segregation or specific allocation by Lender of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other rights and remedies arising hereunder items of Collateral or under local lawany of Lender's options, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s powers or rights under applicable lawany of the Loan Documents. (c) Lender may upon the occurrence and during the continuance of an Event of Default, the Custodian shall be entitled, without upon notice to Borrower, (i) transfer into the Fundname of Lender or the name of Lender's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to withhold delivery make payment thereon direct to Lender of any amounts due or to become due thereon and (iii) receive and direct the disposition of any proceeds of any Collateral, sell, set-off. (d) The security interest of Lender is granted as security only and shall not subject Lender to, or otherwise realize upon in any way alter or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited tomodify, 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 obligation or other disposition liability of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U Borrower with respect to any Advances made pursuant to this Sectionor arising out of the Collateral.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement Agreement, including Securities safe custody and administration (collectively, “"Liabilities”"), except for any Liabilities arising from or the Custodian’s negligence, bad faith 's negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s 's Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “"Collateral”"), provided that no Fund shall be liable for the obligations of any other Fund, including Funds that are series of the same business trust. A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s 's rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 's fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each relevant Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the relevant Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In additionHowever, notwithstanding the preceding, the Funds hereby agree that they will promptly execute any documentation relevant Fund may also grant a security interest in all or a portion of the Custodian reasonably believes is required under Regulation U with respect Fund’s Securities and other Assets to any Advances made pursuant to this Sectionvarious lenders.

Security Interest. 12.01. To secure the due prompt and prompt complete payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its and performance of any duties under and all present and future indebtedness, obligations and liabilities of you to Distributor pursuant to this Agreement (collectively, “Liabilities”the "Obligations"), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants you hereby grant to the Custodian Distributor a first-priority security interest (the "Security Interest") in all and to each of the Fund’s Securities and other Assets following, whether now owned or hereafter in the possession of the Custodian and all proceeds thereof acquired (collectively, the “"Collateral”). A Fund shall promptly reimburse the Custodian for any "): (a) all existing and all such Liabilities. In the event that a Fund fails to satisfy any after-acquired inventory of the Liabilities as Applicable Albums and when due Related Records (including finished goods and payablecomponents), wherever located, now or hereafter held by you, Distributor or a Subdistributor or other Person; (b) all production parts and components owned by you that are used or intended for use in the Custodian shall have in respect manufacture of the Collateral, in addition Applicable Albums and Related Records or packaging; (c) all accounts receivables due from Distributor to you under this Agreement; and (d) all proceeds and products of any or all of the foregoing. Distributor shall be entitled to all other rights and remedies arising hereunder or under local law, the rights right and remedies of a secured party under the Uniform Commercial CodeCode as in effect from time to time in the State of New York or any other applicable law or jurisdiction. 12.02. You warrant, represent and covenant that you have not granted and will not grant any rights to any Person other than Distributor that would be superior to the rights granted to Distributor hereunder with respect to the Collateral. Without prejudice to the Custodian’s rights under applicable lawDistributor's prior written consent, the Custodian you shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, not sell, set-offtransfer, lease or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the LiabilitiesCollateral, other than Distributor's sale of Records in the ordinary course. 12.03. This includes, but is not limited to, any You agree to execute and deliver to Distributor all financing statements and/or other documents (including UCC-1 forms) that Distributor reasonably requires to protect its interest on in the Collateral. If you fail to so execute and deliver any such unpaid Liability as the Custodian deems reasonabledocument within ten (10) business days after your receipt, then Distributor may execute such documents in your name, and you hereby irrevocably grant to Distributor a limited power-of-attorney solely for such purpose. Distributor shall have the right to file such documents in any jurisdictions Distributor deems appropriate. The Security Interest shall terminate when the Term hereof has expired or terminated and all costs of the Obligations have been completely performed and expenses (including reasonable attorney’s fees) incurred by indefeasibly paid in full. At such time and at your request, Distributor shall execute and deliver to you such documentation as you reasonably require to evidence the Custodian in connection with the sale, set-off or other disposition termination of such CollateralSecurity Interest. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this SectionEach party shall bear its own filing fees and expenses.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or on the part of the Custodian, the Custodian’s reckless disregard of its duties under this AgreementAgreement or the Custodian’s breach of the terms of this Agreement any contract between the Fund and the Custodian, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure The Parties hereto intend that, pursuant to the due Trust Agreement, prior to depositing any assets in the Trust Account, and prompt payment 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 Advancesshares, together with any taxesobligations and other assets requiring assignments or endorsements to the Trustee as needed, chargesso that the Ceding Company, fees, expenses, assessments, obligations, claims or liabilities incurred the Trustee upon direction to the Trustee by the Custodian Ceding Company, may, whenever necessary pursuant to the terms of the Trust Agreement, negotiate, deliver, transfer, assign or sell any such assets without the consent or signature from the Reinsurer or any other Person. Out of an excess of caution and in order to preserve the arrangements set forth in the Trust Agreement if, notwithstanding the intention of the parties expressed in the Trust Agreement, the Trustee is determined by a Governmental Authority of competent jurisdiction (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 Ceding Company as security for all obligations (whether absolute or contingent, matured or unmatured) of the Reinsurer to the Ceding Company arising under or in connection with its performance the Transaction Agreements, including all reasonable attorneys’ fees and legal expenses incurred in connection with the collection and enforcement of any duties under this Agreement (collectivelythe Transaction Agreements and security interest created hereunder, “Liabilities”)in each case, except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian extent such obligations are required to be reimbursed to the Ceding Company by the Reinsurer under such Transaction Agreements, a first priority perfected security interest in all of the FundReinsurer’s Securities rights, titles and other Assets interests in, to and under all of the following property, whether now owned or existing or hereafter in the possession of the Custodian acquired or arising and all proceeds thereof wheresoever located (collectively, the “Collateral”)): (a) the Trust Account and the assets credited to the Trust Account, including without limitation, investment property, securities, investments, 1007933761v22 instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to the 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 UCC) related to or arising therefrom; (c) all supporting obligations relating to, and all security interests, mortgages or other liens securing, any of the foregoing and (d) all proceeds of all of the foregoing, and agrees that this Agreement shall constitute a security agreement made by the Reinsurer in favor of the Ceding Company under applicable Law. A Fund Any amounts withdrawn from the Trust Account in accordance with the Trust Agreement shall promptly reimburse be automatically released from, and withdrawn free and clear of, any security interest created herein. The Reinsurer hereby authorizes the Custodian for Ceding Company to file any and all such Liabilities. In the event that a Fund fails UCC-1 Financing Statements with respect to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, and any and all amendments, assignments and continuation statements with respect thereto, that are deemed necessary or desirable by the Ceding Company in addition order to all other rights perfect such security interest in the Collateral. All terms used in this Section 5.9 and remedies arising hereunder defined in the UCC shall have the meanings given to such terms in the UCC. Nothing in this Section 5.9 is intended to affect the validity of, or under local lawthe transfer of assets into, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this SectionTrust Account.

Security Interest. To secure the due and prompt payment of all AdvancesOverdrafts, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian on behalf of a Fund in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the that particular Fund’s Securities securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof thereof, excluding, however, Assets segregated in a segregated account as set forth in Section 2.24 hereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party as provided under the Uniform Commercial CodeCode in existence at the time the Fund fails to satisfy any of the Liabilities. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without beginning on the fifth (5th) business day after the Fund has received a notice to the Fund(including an Overdraft Notice), to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of any Liabilities for which the LiabilitiesCustodian 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 other disposition of such Collateral. In additionThe Custodian shall promptly notify the appropriate Fund of any action to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral no later than the Funds hereby agree that they will promptly execute business day following such action. 4. All other terms and conditions of the Agreement, together with any documentation amendments or supplements which may have been signed prior to the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to date of this SectionAmendment, shall remain in effect. This Amendment shall become effective on September 1, 2011.

Security Interest. To In addition to the statutory landlord's lien, Landlord shall have, at all times, and Tenant hereby grants to Landlord, a valid security interest to secure the due and prompt payment of all Advancesrentals and other sums of money becoming due hereunder from Tenant, together and to secure payment of any damages or loss which Landlord may suffer by reason of the breach of Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant ("Tenants Personal Property") presently or which may hereafter be situated on the Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Landlord until all arrearages in Rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any taxesother remedies provided herein, chargesenter upon the Premises and take possession of any and all goods, feeswares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in Section 28.0 of this Lease at least five (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), assessments, obligations, claims or liabilities incurred shall be applied as a credit against the debts secured by the Custodian security interest granted in connection with its performance this Section 21.0. Any surplus shall be paid to Tenant or as otherwise required by law; and Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the said property and the process thereof under the provisions of the Uniform Commercial Code in force in the State of Georgia. The statutory lien for rent is not hereby waived, the security interest herein granted being in addition and supplementary thereto. Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the security interest granted to Landlord in this Section 21 to any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard future commercial lender of its duties under this Agreement, each Fund grants Tenant that desires to the Custodian attach and perfect a security interest in all Tenant's Personal Property for purposes of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian using same as collateral for any and all such Liabilities. In the event that a Fund fails loan made to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 Tenant in connection with an initial public offering of Tenant's stock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect security interest granted to Landlord in this Section 21 to any Advances made pursuant commercial lender of Tenant that desires to this Sectionattach and perfect a security interest in Tenant's Personal Property to secure a purchase money loan from said lender to Tenant for Tenant's purchase of Tenant's Personal Property.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, obligations or claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or failure to meet the Custodian’s reckless disregard Standard of its duties under this AgreementCare, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”)) but only to the extent of such Liabilities. A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local lawLaw, the rights and remedies of a secured party under the Uniform Commercial CodeCode but only to the extent of such Liabilities. Without In such an event, without prejudice to the Custodian’s rights under applicable lawLaw, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, reasonable and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligencefraud, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “"Liabilities”"), except for any Liabilities arising from or the Custodian’s 's negligence, bad faith or willful misconduct or the Custodian’s 's reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s 's Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “"Collateral”"). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s 's rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 's fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith gross negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure Without in any way contradicting the due and prompt payment sale of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties Receivables to Purchaser under this Agreement, each Fund Seller hereby grants to the Custodian Purchaser a security interest in in, and right of set-off with respect to, all of the FundSeller’s Securities rights, title and other Assets now interest in Receivables sold, transferred and assigned to Purchaser (whether arising before or hereafter after termination of this Agreement), all present and future instruments, documents, chattel paper and general intangibles (as defined in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code) and all reserves, balances, deposits and property at any time to Seller’s credit (including without limitation, all amounts at any time owing by Purchaser to Seller, whether then or thereafter payable, under or in connection with the Agreement) or in Purchaser’s possession or in which Purchaser may have a lien or security interest, and in all proceeds thereof. Without prejudice All of the foregoing shall secure payment and performance of all of Seller’s obligations at any time owing to Purchaser, fixed or contingent, whether arising under this or any other agreement or by operation of law or otherwise (the Custodian’s rights under applicable law, the Custodian shall be entitled“Obligations”). The obligations include, without notice to the Fundlimitation, to withhold delivery of any Collateral, sell, set-off, repurchase obligations arising from Disputes or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, and all otherwise; costs and expenses (including reasonable attorney’s attorneys’ fees) incurred by in enforcing, protecting or administering any of Purchaser’s rights under this Agreement, or in the Custodian prosecution or defense of any action relating to this Agreement; and any taxes or penalties which Purchaser may be required to pay in connection with this Agreement or any transaction carried out in connection herewith. Purchaser is hereby irrevocably authorized at any time after the saleoccurrence of an Event of Default to charge Seller’s account (and against any credit balance on Purchaser’s books in Seller’s favor, set-off whether matured or unmatured) the amount of any or all of the Obligations. Purchaser shall notify Seller of any such charge to Seller’s account subsequent to such charge being made by Purchaser. Seller shall execute and deliver to Purchaser such other disposition of such Collateraldocuments and instruments, including, without limitation, Uniform Commercial Code (“UCC”) financing statements or amendments, as Purchaser may request from time to time. In addition, Purchaser is hereby authorized to file financing statements under the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U UCC, with respect to the above collateral, signed only by Purchaser. Seller also hereby grants Purchaser a power of attorney, which shall be deemed coupled with an interest and shall be irrevocable, to sign Seller’s name on any Advances made pursuant to this SectionUCC financing statement or any amendments thereto, complying with the foregoing.

Security Interest. To In addition to the statutory landlord's lien, Landlord shall have, at all times, and Tenant hereby grants to Landlord, a valid security interest to secure the due and prompt payment of all Advancesrentals and other sums of money becoming due hereunder from Tenant, together and to secure payment of any damages or loss which Landlord may suffer by reason of the breach of Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant ("Tenants Personal Property") presently or which may hereafter be situated on the Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Landlord until all arrearages in Rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any taxesother remedies provided herein, chargesenter upon the Premises and take possession of any and all goods, feeswares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in Section 28.0 of this Lease at least five (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), assessments, obligations, claims or liabilities incurred shall be applied as a credit against the debts secured by the Custodian security interest granted in connection with its performance this Section 21.0. Any surplus shall be paid to Tenant or as otherwise required by law; and 16 <PAGE> Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the said property and the process thereof under the provisions of the Uniform Commercial Code in force in the State of Georgia. The statutory lien for rent is not hereby waived, the security interest herein granted being in addition and supplementary thereto. Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the security interest granted to Landlord in this Section 21 to any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard future commercial lender of its duties under this Agreement, each Fund grants Tenant that desires to the Custodian attach and perfect a security interest in all Tenant's Personal Property for purposes of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian using same as collateral for any and all such Liabilities. In the event that a Fund fails loan made to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 Tenant in connection with an initial public offering of Tenant's stock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect security interest granted to Landlord in this Section 21 to any Advances made pursuant commercial lender of Tenant that desires to this Sectionattach and perfect a security interest in Tenant's Personal Property to secure a purchase money loan from said lender to Tenant for Tenant's purchase of Tenant's Personal Property.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “"Liabilities”"), except for any Liabilities arising from or the Custodian’s negligence, bad faith 's negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund Trust grants to the Custodian a security interest in all of the Fund’s 's Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectivelythereof(collectively, the “"Collateral”"). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy satisfY any of the Liabilities 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 local law, the rights and remedies of a secured party under the New York Uniform Commercial Code. Without prejudice to the Custodian’s 's rights under applicable law, the Custodian shall be entitled, without notice to the FundTrust, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 's fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section11.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section11.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s ’ s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct misconduct, or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure In consideration of the due covenants and prompt agreements contained herein, and as a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to Landlord a continuing security interest in and to all personal property of Tenant located or left at the Premises and the Security Deposit, if any, and any advance rent payment or other deposit, nor in or hereafter delivered to or coming into the possession, custody or control of all AdvancesLandlord, by or for the account of Tenant, together with any taxes, charges, fees, expenses, assessments, obligations, claims increase in profits or liabilities incurred by the Custodian in connection with its proceeds from such property. The security interest granted to landlord hereunder secures payment and performance of any duties all obligations of Tenant under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets Lease now or hereafter in the possession of the Custodian and all proceeds thereof (collectivelyarising or existing, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilitieswhether direct or indirect, absolute or contingent, or due or to become due. In the event that of a Fund fails to satisfy any of default under this Lease which is not cured within the Liabilities as applicable grace period, if any, Landlord is and when due and payable, the Custodian shall have in respect of the Collateral, in addition be entitled to all other rights the rights, powers and remedies arising hereunder or under local law, the rights and remedies of granted a secured party under the Uniform Commonwealth of Virginia Commercial Code. Without prejudice to the Custodian’s rights under applicable lawCode and otherwise available at law or in equity, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includesincluding, but is not limited to, any interest the right to retain as damages the personal property, Security Deposit and other funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or Instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder and, at Landlord's option, Landlord shall have the right to execute such documents on any such unpaid Liability behalf of Tenant as the Custodian deems reasonableTenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact, and all costs and expenses (including reasonable attorney’s fees) incurred by Landlord shall have the Custodian right to execute such documents in connection Tenant's name. Tenant hereby waives any rights it may have under the Commonwealth of Virginia Civil Code which are inconsistent with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required Landlord's rights under Regulation U with respect to any Advances made pursuant to this Section. Landlord's rights under this Section are in addition to Landlord's rights under Sections 5 and 13. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 57 OF THIS LEASE, THE SECURITY INTEREST GRANTED BY TENANT TO LANDLORD SHALL BE AUTOMATICALLY SUBORDINATED TO THE SECURITY INTEREST, IF ANY, GRANTED TO TENANT'S LENDERS IN THE ORDINARY COURSE OF TENANT'S BUSINESS. AT TENANT'S REQUEST, LANDLORD SHALL EXECUTE A LIEN WAIVER, THE FORM OF WHICH SHALL BE REASONABLY SATISFACTORY TO LANDLORD, WAIVING LANDLORD'S SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN ANY SUCH LIEN WAIVER (WHICH COLLATERAL SHALL EXCLUDE THE IMPROVEMENTS AND ANY FIXTURES INSTALLED IN THE PREMISES).

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “"Liabilities”"), except for any Liabilities arising from or the Custodian’s negligence, bad faith 's negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s 's Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “"Collateral”"). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s 's rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 's fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-set- off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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-set- off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. (a) To secure the due full and prompt punctual payment of all Advances, together the Obligations in accordance with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its terms of the Indenture and to secure the performance of the Trust's obligations under the Notes and the Indenture, the Trust pledges and collaterally assigns to and with the Indenture Trustee for the benefit of each Holder of each Note and any duties under this Agreement other Person for whose benefit the Indenture Trustee is or will be holding the Collateral (collectively, “Liabilities”the "SECURED PARTIES"), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund and grants to the Custodian Indenture Trustee for the benefit of each Secured Party, a security interest in the Collateral specified in the Pricing Supplement as securing the Obligations with respect to the Notes, and all of the Fund’s Securities rights and other Assets now privileges of the Trust in and to the Collateral (the "SECURITY INTEREST"), effective as of the Original Issue Date of the Notes. (b) It is expressly agreed that anything therein contained to the contrary notwithstanding, the Trust shall remain liable under each Funding Agreement to perform all the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee shall not have any obligations or hereafter liabilities by reason of or arising out of the Indenture, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any obligations of the Trust under or pursuant to such Funding Agreement or to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by it, or, prior to the occurrence and continuance of an Event of Default, to present or file any claim, or to take any action to collect or enforce the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times. (c) The Indenture Trustee acknowledges the grant of the Security Interest upon the issuance of the Notes, accepts the trusts under the Indenture in accordance with the provisions of the Indenture and agrees to perform its duties in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice Indenture to the Custodian’s rights under applicable law, end that the Custodian shall interests of each Secured Party may be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral adequately and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectioneffectively protected.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement but excluding any fees, expenses, compensation or other charges that have been disputed by the Funds or the Administrator (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian to the extent consistent with applicable law a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund or the Administrator shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund or the Administrator fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without with notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement but excluding any fees, expenses, compensation or other charges that have been disputed by a Fund (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian Custodian, to the extent consistent with applicable law, a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”), provided, however, that no Fund shall be liable for the obligations hereunder of any other Fund. A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without with notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligencefraud, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, entitled to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems is commercially reasonable, and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims claims, or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or (i) a material breach of this Agreement by Custodian; the Custodian’s gross negligence, bad faith faith, or willful misconduct of Custodian; or (iii) the Custodian’s reckless disregard regard of Custodian of its duties under this Agreement, each the Fund grants to the Custodian, but subject and inferior to any lien in favor of a lending bank using Assets held by Custodian hereunder as collateral for such borrowings (provided that Custodian is party to a related account control agreement), a security interest in all of the Fund’s Securities and other its Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, Collateral (in addition to all other rights and remedies arising hereunder or under local law, ) the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, entitled (without notice to the Fund, ) to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, reasonable and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, If the Funds hereby agree that they will promptly execute Fund borrows money from any documentation bank (including Custodian or any affiliate thereof if the Custodian reasonably believes borrowing is required under Regulation U with respect to any Advances made pursuant to this Sectiona separate agreement) for investment or for temporary or emergency purposes using Assets held by Custodian hereunder as collateral for such borrowings, Custodian may keep the collateral in its possession, but such collateral shall be subject to the terms of such collateral control, or similar agreement, entered into by the Fund, Custodian and such lending bank.

Security Interest. To secure In addition to the due and prompt payment of all Advancesstatutory warehouseman’s lien, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Client hereby grants to the Custodian Avancé a valid security interest in all of the FundClient’s Securities and other Assets now personal property that is presently, or may hereafter be, in the possession of the Custodian Avancé’s custody and all proceeds thereof (collectively, the “Collateral”)thereof. A Fund shall promptly reimburse the Custodian for This lien secures payment of all sums of money becoming due hereunder from Client and payment of any and all such Liabilities. In the event damages or loss that a Fund fails to satisfy any Avancé may suffer by reason of the Liabilities as breach by Client of any covenant, agreement, or condition contained in this Agreement. Client’s property may not be removed from Avancé’s facilities until all arrearages and when other sums of money then due and payableto Avancé have been paid in full. Upon the occurrence of a default by Client hereunder, the Custodian shall have in respect of the CollateralAvancé may, in addition to any other remedies provided in this Agreement or otherwise available to it, take possession of any and all Avancé’s property within Avancé’s custody, without liability for conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Client reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made. At any sale, Avancé or its assigns may purchase Client’s property. Without intending to exclude any other manner of giving Client reasonable notice, the requirement of reasonable notice will be met if such notice is given in the manner prescribed in this Agreement at least 10 days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding, and selling of Client’s property (including reasonable attorneys’ fees and legal expenses), will be applied as a credit against the indebtedness secured by the security interest granted in this section. Any surplus will be paid to Client or as otherwise required by law and Client must immediately pay any deficiencies. Avancé may at any time record a financing statement in form sufficient to perfect the security interest of Avancé in Client’s property and proceeds property under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state of Texas, as well as any other state the laws of which Avancé may at any time consider to be applicable. Nothing in this paragraph or elsewhere in this Agreement shall limit Avance’s rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionproperty deemed abandoned under Texas law or otherwise.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Buyer hereby grants to the Custodian Seller and Seller hereby retains a security interest in all of the FundProducts and accessories and additions thereto sold by Seller and held by Buyer, whether presently upon Buyer’s Securities and other Assets now premises or hereafter in acquired, including, without limitation, all parts and components used to manufacture the possession of Products (the Custodian “Production Materials”), all equipment owned by Buyer but maintained by Seller (the “Tooling”), and all proceeds thereof (collectivelyof the sale or other disposition including, without limitation, cash, accounts, contract rights, instruments and chattel paper. If deemed necessary by ▇▇▇▇▇▇, ▇▇▇▇▇ shall join with Seller in executing one or more financing statements as requested by and in a form satisfactory to Seller to evidence and perfect Seller’s security interest in the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such LiabilitiesProducts. In the event that a Fund fails Buyer shall be in default under this agreement, Seller shall have the remedies under Laws of India, and subject to satisfy any the jurisdiction and venue of the Liabilities as courts located in Pune, Maharashtra and when Seller may thereupon enter the Premises of Buyer and remove the Products and make them available to Seller for repossession. ▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇’s reasonable attorneys’ fees and costs incurred by ▇▇▇▇▇▇ in collecting any amounts due and payable, the Custodian shall have hereunder or in respect of the Collateral, in addition to all other otherwise exercising its rights and remedies arising hereunder hereunder. Further, if amounts remain outstanding to Seller, or under local lawif Seller is performing services or producing products for Buyer and Seller has not been paid in full (whether or not payment is then due and owing), Seller may lawfully retain possession of the Production Materials, the rights Tooling and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonableProducts, and all costs and expenses (including reasonable attorneypossession shall constitute perfection of this security interest. If any Tooling is in Seller’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made possession pursuant to this SectionSection 11, risk of loss or damage to such Tooling remains with Buyer. Seller will take all reasonable precautions to protect the Tooling from loss or destruction while in Seller’s possession, but Seller shall not be liable for any loss, damage, or wear and tear that may occur while the Tooling is in Seller’s possession and Seller shall not undertake to cover any such property by any insurance.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without upon prior written notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In additionIf the Fund borrows money from any bank (including the Custodian or any affiliate thereof if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities or other Assets held by the Custodian hereunder as collateral for such borrowings, the Funds hereby agree that they will promptly execute any documentation Custodian may keep the collateral in its possession, but such collateral shall be subject to the terms of such collateral control, or similar agreement, entered into by such Fund, the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionand such lending bank.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligencefraud, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, entitled to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems is commercially reasonable, and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure In addition to the due and prompt payment of all Advancesstatutory warehouseman’s lien, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Client hereby grants to the Custodian Avancé a valid security interest in all of the FundClient’s Securities and other Assets now personal property that is presently, or may hereafter be, in the possession of the Custodian ▇▇▇▇▇▇’s custody and all proceeds thereof (collectively, the “Collateral”)thereof. A Fund shall promptly reimburse the Custodian for This lien secures payment of all sums of money becoming due hereunder from Client and payment of any and all such Liabilities. In the event damages or loss that a Fund fails to satisfy any Avancé may suffer by reason of the Liabilities as breach by Client of any covenant, agreement, or condition contained in this Agreement. Client’s property may not be removed from Avancé’s facilities until all arrearages and when other sums of money then due and payableto Avancé have been paid in full. Upon the occurrence of a default by Client hereunder, the Custodian shall have in respect of the CollateralAvancé may, in addition to any other remedies provided in this Agreement or otherwise available to it, take possession of any and all Avancé’s property within Avancé’s custody, without liability for conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Client reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made. At any sale, Avancé or its assigns may purchase Client’s property. Without intending to exclude any other manner of giving Client reasonable notice, the requirement of reasonable notice will be met if such notice is given in the manner prescribed in this Agreement at least 10 days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding, and selling of Client’s property (including reasonable attorneys’ fees and legal expenses), will be applied as a credit against the indebtedness secured by the security interest granted in this section. Any surplus will be paid to Client or as otherwise required by law and Client must immediately pay any deficiencies. Avancé may at any time record a financing statement in form sufficient to perfect the security interest of Avancé in Client’s property and proceeds property under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state of Texas, as well as any other state the laws of which Avancé may at any time consider to be applicable. Nothing in this paragraph or elsewhere in this Agreement shall limit Avance’s rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionproperty deemed abandoned under Texas law or otherwise.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligencefraud, bad faith faith, negligence or willful misconduct misfeasance or the Custodian’s reckless disregard by the Custodian of its obligations and duties under this Agreementhereunder, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct misconduct, or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-set- off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith faith, or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof thereof, except for such Securities by which their terms are not permitted to be pledged without the consent of the issuer of the Security or its investment adviser, general partner, or other managing fiduciary (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure As collateral security for the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its Tenant of Rent and the punctual performance of any duties its obligations under this Agreement (collectivelyLease, “Liabilities”)the Tenant hereby charges by way of a fixed and specific charge in favour of the Landlord, except for any Liabilities arising from or by the Custodian’s negligenceTenant, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities interest and other Assets now title of the Tenant in and to all of the personal property of the Tenant on or hereafter in the possession of Premises, owned or held at the Custodian and all proceeds thereof (collectivelyCommencement Date or after-acquired. When requested to do so, the “Collateral”)Tenant shall execute and deliver to the Landlord a security agreement in form and content satisfactory to the Landlord. A Fund shall promptly reimburse If the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have Tenant is in respect of the Collateraldefault under this Lease, in addition to all its other rights and remedies arising hereunder or under local lawremedies, the Landlord shall have all the rights and remedies of a secured party under the Uniform Commercial Coderelevant legislation. Without prejudice Except on the terms consented to in writing by the Landlord, the Tenant shall own all trade fixtures, equipment and merchandise in or on the Premises and shall not create or grant any mortgage, conditional sale agreement, security under section 427 of the Bank Act or under the Personal Property Security Act or other encumbrances (collectively “Charge”) in respect of its trade fixtures, equipment, goods, merchandise or any Fixture in the Premises or permit any notice pursuant to section 49 of the Personal Property Security Act to be filed against title to the Custodian’s Mall or grant any further Charge to a third party or in priority to the rights under applicable lawof the Landlord. If any such event occurs, at its cost, the Custodian Tenant shall be entitled, without notice to procure the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose discharge of any such Collateral and to apply notice or Charge within seven (7) days after the money Tenant becomes aware thereof, by payment or in such other proceeds and any other monies credited to manner as may be required or permitted by law, failing which the Fund in satisfaction of Landlord may procure the Liabilities. This includesdischarge thereof at the Tenant’s cost, but is not limited tocollectable as Rent, any interest on notwithstanding that the Tenant may subsequently establish that any such unpaid Liability as the Custodian deems reasonablenotice or Charge, and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the saleso discharged, was without merit, excessive or subject to any abatement, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectiondefense.

Security Interest. To In addition to the statutory landlord's lien, ------------------ Landlord shall have and Tenant hereby grants to Landlord, a valid security interest to secure the due and prompt payment of all AdvancesRent becoming due hereunder from Tenant, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance and to secure payment of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from damages or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all loss which Landlord may suffer by reason of the Fund’s Securities breach of Tenant of any covenant, agreement or condition contained herein, upon all fixtures and other Assets now improvements of Tenant presently or which may hereafter in be situated on the possession of the Custodian Premises, and all proceeds thereof (collectivelytherefrom, and such property shall not be removed therefrom without the “Collateral”). A Fund consent, which consent shall promptly reimburse the Custodian for any not be unreasonably withheld, conditioned or delayed, of Landlord until all arrearages in Rent and all such Liabilitiesother sums of money then due Landlord hereunder shall first have been paid and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. In the Upon an event that a Fund fails to satisfy any of the Liabilities as and when due and payabledefault by Tenant, the Custodian shall have in respect of the CollateralLandlord may, in addition to all any other rights remedies provided herein, enter upon the Premises and remedies arising hereunder take possession of any fixtures and improvements of Tenant situated on the Premises, without liability for trespass or under local conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the rights requirement of reasonable notice shall be met if such notice is given in the manner prescribed in Section 27 of this Lease at least fifteen (15) days before the time of sale. The proceeds from any such disposition, less any and remedies all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the debts secured party by the security interest granted in this Section 21. Any surplus shall be paid to Tenant or as otherwise required by law; and Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the said property and the proceeds thereof under the provisions of the Uniform Commercial CodeCode in force in the state. Without prejudice to the Custodian’s rights under applicable lawThe statutory lien for rent is not hereby waived, the Custodian shall be entitledsecurity interest herein granted being in addition and supplementary thereto. Notwithstanding the foregoing, without notice Landlord agrees to subordinate the Fund, Landlord's lien to withhold delivery any lien or other security interest which secures the payment of the deferred portion of the purchase price of any Collateralfurnishings, sell, set-offequipment or fixtures of Tenant placed in or on the Premises, or otherwise realize upon any blanket lien or dispose other security interest which secures Tenant's payment of any such Collateral and to apply the money or other proceeds obligations, provided any such subordination instruments requested by any such lender is reasonably satisfactory in form and content to Landlord and counsel of Landlord and includes reasonable assurances that any other monies credited such lender removing any property of Tenant from the Premises shall notify Landlord in writing prior to such removal, shall repair any damage to the Fund in satisfaction Premises occasioned by such removal and that such lender shall remove any such property from the Premises within five (5) days after termination of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this SectionLease.

Security Interest. To secure (a) As security for the due payment and prompt payment performance of any and all of the Indebtedness and the performance of all Advancesother obligations and covenants of the Obligors hereunder and under the other Loan Documents, together with certain or contingent, now existing or hereafter arising, which are now, or may at any taxes, charges, fees, expenses, assessments, obligations, claims time or liabilities incurred times hereafter be owing by the Custodian Obligors to the Bank, the Obligors hereby pledge to the Bank and give the Bank a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of the Obligors in and to the Collateral, whether now owned or hereafter acquired by the Obligors. Obligors and Bank acknowledge that the security interest and Lien created in the Collateral by this Agreement is of equal priority with and shall not supersede or affect the security interests and Liens created by the Existing Loan Documents. (b) Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its performance possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any duties rights therein against prior parties, and the Obligors agree to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Obligors shall waive or affect any security interest in or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising. (collectivelyc) At any time and from time to time after an Event of Default, “Liabilities”)Bank may, except for any Liabilities arising from with or without notice to the Obligors, (i) transfer into the name of the Bank or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all name of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for Bank's nominee any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition (ii) notify any Account Debtor or other obligor of any Collateral to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice make payment thereon direct to the Custodian’s rights under applicable law, Bank of any amounts due or to become due thereon and (iii) receive and after an Event of Default direct the Custodian shall be entitled, without notice to the Fund, to withhold delivery disposition of any proceeds of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Grantor grants to the Custodian Lender a security interest in all of any fixtures located on the Fund’s Securities Property and other Assets now or hereafter the personal property described in the possession of the Custodian and all proceeds thereof attached Exhibit C (collectively, the “Collateral”). A Fund Grantor shall promptly reimburse execute and deliver to Lender or hereby authorizes Lender to file without Grantor’s signature all financing statements, continuation statements, or other instruments requested or deemed necessary or desirable by ▇▇▇▇▇▇ in order to perfect or maintain the Custodian for any and all such Liabilitiesperfection of ▇▇▇▇▇▇’s security interest in the Collateral. In the event that a Fund fails to satisfy Grantor shall not change its state of organization without Lender’s prior written consent. Grantor shall not remove any of the Liabilities as Collateral from the Property, unless Grantor immediately replaces it with a comparable article owned by Grantor. Any replacement Collateral shall be subject to ▇▇▇▇▇▇’s security interest and when due must be free and payable, the Custodian shall have in respect clear of the Collateral, in any lien or security interest other than ▇▇▇▇▇▇’s and Senior ▇▇▇▇▇▇’s. In addition to all any other rights and remedies arising hereunder or under local lawLender may have, if an Event of Default occurs, Lender shall have all of the rights and remedies of a secured party under the Georgia Uniform Commercial Code. Without prejudice Code and the following rights: to sell the Custodian’s rights under applicable lawCollateral at one or more public or private sales, including a sale held in conjunction with the Custodian shall be entitled, without notice sale of the Property; to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of conduct any such sale; to purchase all or part of the Collateral at any such sale; to enter upon the Property and the Improvements or any place where any Collateral is located to take possession of and assemble the Collateral or to render it unusable; to require Grantor to assemble the Collateral and make it available to apply Lender at the money or other proceeds Property; and any other monies credited to sell the Fund in satisfaction of the LiabilitiesProperty and Collateral as a whole. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made Any sale pursuant to this SectionSection shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a sale under the power of sale granted in this Deed. Lender need not take possession of the Collateral before a sale, and it shall not be necessary that the Collateral be present at the location of such a sale. Grantor shall be liable for all expenses incurred by ▇▇▇▇▇▇ in retaking, holding, preparing for sale, or selling the Collateral.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligencenegligence bad faith, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure As security for the due and prompt performance of all Seller's obligations hereunder, including, but not limited to the payment of all Advancesamounts owing Purchaser, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred and to secure the repayment by the Custodian in connection with its performance Seller to Purchaser of any duties under amounts which Purchaser, at its option, may hereafter loan to Seller independent of this Agreement (collectivelyagreement, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Seller hereby grants to the Custodian Purchaser a first priority security interest in all of the Fund’s Securities and other Assets now Seller's presently owned or hereafter acquired a) Accounts, b) accounts receivable, c) inventory, d) insofar as they pertain to the sale of goods or services in the possession ordinary course of business, chattel paper and contract rights, e) all books, records (computerized or manual), computer disks and software in connection with all the foregoing, and f) all proceeds and products of the Custodian foregoing including but not limited to insurance proceeds, lock box proceeds. The security interest specifically includes, without limitation, Seller's rights to any returned personal property from Account Debtors and also shall include all proceeds thereof (collectivelyrights of repleven, the “Collateral”). A Fund shall promptly reimburse the Custodian for any reclamation, and all such Liabilitiesstoppage in transit. In the event that a Fund fails of any default by Seller under this Agreement and/or pursuant to satisfy any of the Liabilities as and when due and payableloan which Purchaser may make to Seller, the Custodian Purchaser shall have in all rights with respect of to the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies aforesaid collateral of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction Code of the Liabilitiesstate in which Seller is located. This includesSeller agrees that it will execute and deliver to Purchaser such documents, but is not limited toincluding financing statements, any all in form satisfactory to Purchaser, as Purchaser shall, from time to time desire to perfect the security 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 other disposition of such Collateralgranted to it hereunder. In addition, at Purchaser's request Seller agrees to enter into and execute, a lock box agreement with a bank designated by Purchaser in form satisfactory to Purchaser to be applicable to the Funds hereby agree that they will promptly execute full term of this Agreement and thereafter so long as any documentation the Custodian reasonably believes is required under Regulation U with respect amounts are, or may be, owed to any Advances made pursuant to this SectionPurchaser hereunder.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure LESSEE REPRESENTATIONS: Unless applicable law provides otherwise, title to a Unit shall remain in Lessor as security for the due and prompt payment obligations of Lessee hereunder until Lessee has fulfilled all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund obligations. Lessee hereby grants to the Custodian Lessor a continuing security interest in the Unit, including all attachments, accessories and optional features therefor (whether or not installed thereon) and all substitutions, replacements, additions, and accessions thereto, and proceeds of all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectivelyforegoing, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includesincluding, but is not limited to, proceeds in the form of chattel paper to secure the payment of all sums due hereunder. Lessee will, at its expense, do any act and execute, acknowledge, deliver, file, register and record any documents which Lessor deems desirable in its discretion to protect Lessor's security interest in the Unit and Lessor's rights and benefits under this Lease. Lessee hereby irrevocably appoints Lessor as Lessee's Attorney-in-Fact for the signing and filing of such documents and authorizes Lessor to delegate these limited powers. Lessee represents and warrants to Lessor that (a) Lessee has the power to make, deliver and perform under this Lease, (b) the person executing and delivering this Lease is authorized to do so on any such unpaid Liability as the Custodian deems reasonablebehalf of Lessee, and all costs (c) this Lease constitutes a valid obligation of Lessee, legally binding upon it and expenses enforceable in accordance with its terms. Lessee shall, during the lease term, display in a prominent place on the Unit labels supplied by Lessor stating that the Unit is leased from Lessor. Lessee further represents and warrants to Lessor that Lessee is and shall remain a Corporation registered in the state of NV (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off "Business Location"); and Lessee will not change its form of business organization or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect Business Location without prior written notice to any Advances made pursuant to this SectionLessor.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “"Liabilities”"), except for any Liabilities arising from or the Custodian’s negligence, bad faith 's negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s 's Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “"Collateral”"). A Fund shall promptly reimburse reimbu rse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities 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 hereu nder or under u nder local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s 's rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 's fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian, but subject and inferior to any lien in favor of a lending bank (including Custodian or any affiliate thereof if the borrowing is pursuant to a separate agreement) should the Fund borrow money from any bank for investment or for temporary or emergency purposes using Securities or other Assets held by Custodian hereunder as collateral for such borrowings, a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without upon prior written notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In additionIf the Fund borrows money from any bank (including Custodian or any affiliate thereof if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities or other Assets held by Custodian hereunder as collateral for such borrowings, Custodian may keep the collateral in its possession, but such collateral shall be subject to the terms of such collateral control, or similar agreement, entered into by the Fund, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionand such lending bank.

Security Interest. To secure As to (i) any fixtures, Equipment and other Personal Property included in the due Mortgaged Property, (ii) all Instruments, Accounts, Receivables and prompt payment General Intangibles of all Advancesthe Mortgagor and (iii) the Permits and Contracts, together with any taxesthis Mortgage shall be deemed to constitute a security agreement and the Mortgagor, chargesas debtor, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund hereby grants to the Custodian Mortgagee, as secured party, a security interest therein pursuant to the UCC. Notwithstanding the foregoing, Upon the occurrence of any Event of Default hereunder, in addition to the rights and remedies provided by this Mortgage, the Mortgagee 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 Mortgagee's rights and remedies in respect of the Fund’s Securities and other Assets now or hereafter Real Property, in which event the possession default provisions of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund UCC shall promptly reimburse the Custodian for any and all such Liabilitiesnot apply. In the event that a Fund fails the Mortgagee, at its option, elects to satisfy any of proceed with the Liabilities as and when due and payablePersonal Property separately from the Real Property, the Custodian shall have in respect of the Collateralthen, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party herein provided, the Mortgagee shall also have all rights and remedies then provided under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under UCC or otherwise then provided by applicable law, including, without limitation, the Custodian right to require the Mortgagor to assemble such Personal Property and to make it available to the Mortgagee at a place to be designated by the Mortgagee which is reasonably convenient to both parties, the right to take possession of such Personal Property with or without demand and with or without process of law and the right to sell and dispose of the same and distribute the proceeds according to applicable law. The parties hereto agree that any requirement of reasonable notice under the UCC shall be entitled, without met if the Mortgagee sends such notice to the FundMortgagor at least five (5) days prior to the date of sale, disposition or other event giving rise to withhold delivery the required notice, and that the proceeds of any Collateral, sell, set-off, or otherwise realize upon or dispose disposition of any such Collateral and to apply Personal Property may be applied by the money or other proceeds and any other monies credited Mortgagee first to the Fund expenses reasonably incurred in satisfaction connection therewith, including attorneys' fees and expenses and court costs, and then, toward payment of the LiabilitiesObligations. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with With respect to any Advances made pursuant the Personal Property that has become so attached to the Real Property that an interest therein arises under the real property law of the state in which the Real Property is located, this SectionMortgage shall also constitute a financing statement and a fixture filing under the UCC.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligencefraud, bad faith or willful misconduct faith, negligence misfeasance or the Custodian’s reckless disregard by the Custodian of its obligations and duties under this Agreementhereunder, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or faith, willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure This Security Instrument constitutes both a real property mortgage and a "Security Agreement" on personal property within the due meaning of the UCC and prompt payment of all Advances, together other applicable law and with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants respect to the Custodian a security interest in all Personalty, Fixtures, Plans, Leases, Rents and Property Agreements (said portion of the Fund’s Securities and other Assets now or hereafter in Property subject to the possession of the Custodian and all proceeds thereof (collectivelyUCC, the “"Collateral”"). A Fund shall promptly reimburse the Custodian for any The Property includes both real and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as personal property and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder interests, whether tangible or under local lawintangible in nature, of Grantor in the Property. Grantor, by executing and delivering this Security Instrument, hereby grants to Lender, a first and prior security interest in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements and all other Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, subject only to Permitted Encumbrances, and agrees that Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U UCC with respect to such property including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any Advances made pursuant part thereof, and to this Sectiontake such other measures as Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Lender, during the continuance of an Event of Default, Grantor shall at its expense assemble the Collateral and make it available to Lender at the Property. Grantor shall pay to Lender on demand any and all expenses, including actual reasonable legal expenses and attorneys' fees, incurred or paid by Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Lender with respect to the Collateral sent to Grantor in accordance with the provisions hereof at least ten (10) Business Days prior to such action, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, shall, except as otherwise provided in the Loan Documents or required by law, be applied by Lender in accordance with Section 3.7 hereof.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without upon prior written notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In additionIf a Fund borrows money from any bank (including the Custodian or any affiliate thereof if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities or other Assets held by the Custodian hereunder as collateral for such borrowings, the Funds hereby agree that they will promptly execute any documentation Custodian may keep the collateral in its possession, but such collateral shall be subject to the terms of such collateral control, or similar agreement, entered into by such Fund, the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionand such lending bank.

Security Interest. To Buyer hereby grants to Seller, to secure all of Buyer's liabilities hereunder and under the due Purchase and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this License Agreement, each Fund grants to the Custodian a first and prior security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code, as adopted in the State of Florida (the "UCC"), in (i) all of the Purchased Assets, (ii) all proceeds of the Purchased Assets, and (iii) all products of the Purchased Assets (collectively, the "Collateral"). Without prejudice So long as any liability to Seller is outstanding hereunder or under the Purchase and License Agreement, Buyer will not, without the prior written consent of Seller, which may be withheld in its sole discretion, permit any lien or encumbrance to attach to the Custodian’s rights under applicable lawCollateral, or any levy to be made thereon, or any financing statement (except Seller's statement) to be on file with respect thereto. Buyer represents that the Custodian location where the Collateral will be kept is 1070 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇yer will keep the Collateral, to the extent applicable, in good condition and repair, reasonable wear and tear excepted, and will keep the Collateral insured for the benefit of Seller (to which loss shall be entitledpayable) in such amounts, without notice with such companies and against such risks as may be satisfactory to Seller, pay the Fundcost of insurance and deliver certificates evidencing such insurance to Seller. Buyer hereby assigns to Seller all right to receive the proceeds of such insurance. Buyer will, upon Seller's request, join with Seller in executing a financing statement, in form satisfactory to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonableSeller, and all costs such continuation statements and expenses (including other instruments as Seller may from time to time request and pay the cost of filing the same in any public office deemed advisable by Seller. Seller may, upon reasonable attorney’s fees) incurred by notice, inspect and check the Custodian in connection with Inventory, Vendor Tooling and Test Equipment. If at any time, Buyer fails to pay any amount due to Seller hereunder or under the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.Purchase and

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “"Liabilities”"), except for any Liabilities arising from or the Custodian’s negligence, bad faith 's negligence or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreementmisconduct, each Fund grants to the Custodian a security interest in all of the Fund’s 's Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “"Collateral”"). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s 's rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 's fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure As security for the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties principal and accrued interest under this Agreement, each Fund of the Borrower and the Subsidiaries hereby grants to the Custodian Lender a security interest in all of the Fund’s Securities and other Assets now or hereafter in their respective assets listed on Schedule B attached hereto (the possession of the Custodian and all proceeds thereof (collectively, the “"Collateral”"). A Fund Borrower and the Subsidiaries shall promptly reimburse not and nothing in this Section 6 shall constitute, or be deemed to constitute, a grant of authority to Borrower or the Custodian for Subsidiaries to, sell, lease, or otherwise dispose of or encumber the Collateral, or any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect part of the Collateral, without the prior written consent of Lender, except in addition the ordinary course of business or as otherwise provided herein. The security interest hereby created shall attach immediately upon execution of this Agreement and concurrently herewith, Borrower and the Subsidiaries shall execute any financing statement or financing statements requested by Lender to perfect the security interest created hereby. Such financing statement or statements shall be on a form or forms approved by the California Secretary of State and Borrower and the Subsidiaries shall forthwith pay to Lender the filing fees required to file such statement or statements in the manner required by the Uniform Commercial Code of California. In addition, Borrower and the Subsidiaries shall pay from their own funds, as they become due, all taxes and assessments levied or assessed against the Collateral, or any part of the Collateral, prior to the final termination of this Agreement. Upon any event of default hereunder, the Lender shall be entitled to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under creditor with respect to such Collateral as provided for in the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery Code of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this SectionCalifornia.

Security Interest. To secure A. Mortgagor shall not replace or supplement any furniture, furnishings, machinery or equipment now or hereafter installed or located on the due and prompt payment of all Advances, together Subject Premises with any taxesother furniture, chargesfurnishings, feesmachinery, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants equipment which is subject to the Custodian a security interest in all of any type without the Fund’s Securities and other Assets now or hereafter in the possession prior written consent of the Custodian and all proceeds thereof (collectivelyMortgagee. Any default by Mortgagor under this provision shall be a material breach of Mortgagor's covenants under this Mortgage, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payableNotes, the Custodian shall have in respect of Loan Agreement, and the Collateralother Relevant Documents, in addition to all and the other rights and remedies arising hereunder or under local lawdocuments, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable lawagreements, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money instruments or other proceeds and any other monies credited to the Fund writings entered into in satisfaction of the Liabilities. 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 connection herewith or in connection with the saleobligation secured hereby and shall, setat the option of Mortgagee, constitute an Event of Default hereunder and thereunder entitling Mortgagee to all rights and remedies provided herein, therein, or by law in the event of an Event of Default under any of the terms and provisions hereof or of the Notes, of the Loan Agreement, or of the other Relevant Documents. Any security interest of a third person in any such furniture, furnishings, machinery, or equipment shall be subordinate to the lien of this Mortgage, any law or decision to the contrary notwithstanding. B. From time to time, upon demand made by Mortgagee, Mortgagor shall, with fifteen (15) days following the date of any such demand, execute and deliver to Mortgagee a security agreement and financing and continuation statements, in form and substance satisfactory to Mortgagee, covering all of Mortgagor's right, title and interest in and to all furniture, furnishings, fixtures, and equipment then attached to, installed or located in or used in connection with the operation of any portion or all of the Subject Premises, the replacements and proceeds thereof. The cost of preparing and filing such financing and continuation statements and preparing such security agreements shall be paid by Mortgagor to Mortgagee upon demand, shall bear interest at the Default Rate until paid, and shall be secured by the lien hereof. Mortgagor hereby irrevocably consents to the making and filing of any and all continuation statements deemed necessary by Mortgagee. If Mortgagor shall fail for any reason to execute and deliver financing statements hereunder, Mortgagee may execute, deliver and file such financing statements and Mortgagor appoints Mortgagee as its attorney-off in-fact for the purpose of executing, delivering and filing such financing statements. This power of attorney is coupled with an interest and is irrevocable. A carbon, photographic, or other disposition reproduction of such Collateral. In additionthis Mortgage, the Funds hereby agree that they will promptly execute or any documentation the Custodian reasonably believes is required under Regulation U with respect to financing statement relating hereto, shall be sufficient as a financing statement and may be filed in any Advances made pursuant to this Sectionpublic office as a financing statement.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Tenant hereby grants to the Custodian Landlord a security interest in all the furniture and fixtures, goods, inventory, equipment, machinery, accounts receivable and chattels of the Fund’s Securities Tenant, all replacements, replenishment and other Assets substitutions thereof and all products and proceeds thereof, now owned or hereafter in acquired and which may be brought or put on the possession of the Custodian and all proceeds thereof Premises (collectively, the “Collateral”). A Fund shall promptly reimburse , as security for the Custodian for any performance of Tenant’s obligations under this Lease and all such Liabilities. In the event that a Fund fails to satisfy any payment of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, rent herein reserved and all costs and expenses (including reasonable attorney’s fees) incurred by Landlord in enforcing this Lease. The lien hereby conferred is a contractual lien which shall be governed by the Custodian provisions of the Uniform Commercial Code, Article Nine, and may be enforced pursuant to the remedies provided in said statute. Without limiting the foregoing, Tenant specifically authorizes Landlord, upon a default by Tenant hereunder, to remove the Collateral from the Premises without notice or legal process and Tenant hereby waives and releases Landlord of and from any and all claims in connection with therewith or arising there from. Tenant agrees to execute such financing statements as may be required by Landlord and if Tenant shall fail to do same within five (5) days following Landlord’s notice or demand, then Landlord is hereby authorized to do so on Tenant’s behalf. Landlord shall subordinate the salecontractual lien provided in this Section to the lien of any one first security interest but as a condition to executing such subordination, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect Landlord may require Tenant to any Advances made deposit additional amounts as security pursuant to Section 4 of this SectionLease.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct misconduct, to the maximum extent permitted by applicable law and the governing documents of the applicable Security or other Asset, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due payment and prompt payment performance of all Advancesof the Obligations when due, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by and the Custodian in connection with its performance of any each of the Borrower's duties under this Agreement (collectivelyand all documents executed in connection herewith, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Borrower hereby grants to the Custodian Silicon a continuing security interest in all of Borrower's interest in the Fund’s Securities following, whether now owned or hereafter acquired, and other Assets wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Accounts, and General Intangibles, Deposit Accounts, and all money, and all property now or hereafter at any time in the future in Silicon's possession of the Custodian (including claims and credit balances), and all proceeds thereof (collectivelyincluding proceeds of any insurance policies, the “Collateral”proceeds of proceeds and claims against third parties). A Fund shall promptly reimburse the Custodian for any , all products and all such Liabilities. In the event that a Fund fails books and records related to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect foregoing (all of the Collateralforegoing, in addition to together with all other rights and remedies arising hereunder property in which Silicon may now or under local lawin the future be granted a lien or security interest, is referred to herein, collectively, as the rights and remedies "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. After the occurrence of a secured Default, Silicon may place a "hold" on any Deposit Account pledged as collateral, but only to the extent of Borrower's monetary Obligations and only for so long as such Default continues. Borrower is not a party under to, nor is bound by, any license or other agreement with respect to which the Uniform Commercial CodeBorrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prejudice to the Custodian’s rights under applicable lawprior consent from Silicon, the Custodian Borrower shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-offnot enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Silicon's business or financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise realize upon be restricted or dispose prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future. Notwithstanding the foregoing, 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 apply unpatented inventions, now owned or hereafter acquired (the money "Intellectual Property"). Notwithstanding the foregoing, at all times, the Collateral shall include all accounts, license and royalty fees, and other revenues, proceeds, or other proceeds and income arising out of or relating to any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionforegoing Intellectual Property.

Security Interest. To secure the due payment and prompt payment performance of all Advancesof the Obligations when due, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by and the Custodian in connection with its performance of any each of the Borrower's duties under this Agreement (collectivelyand all documents executed in connection herewith, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund Borrower hereby grants to the Custodian Silicon a continuing security interest in all of Borrower's interest in the Fund’s Securities following, whether now owned or hereafter acquired, and other Assets wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, and General Intangibles, including, without limitation, all of Borrower's Intellectual Property, all of Borrower's Deposit Accounts, and all money, and all property now or hereafter at any time in the future in Silicon's possession of the Custodian (including claims and credit balances), and all proceeds thereof (collectivelyincluding proceeds of any insurance policies, the “Collateral”proceeds of proceeds and claims against third parties). A Fund shall promptly reimburse the Custodian for any , all products and all such Liabilities. In the event that a Fund fails books and records related to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect foregoing (all of the Collateralforegoing, in addition to together with all other rights 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. Upon the occurrence and remedies arising hereunder or under local law, during the rights and remedies continuance of a secured Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. Except as disclosed to Silicon in writing, Borrower is not a party under to, nor is bound by, any material license or other material agreement with respect to which the Uniform Commercial CodeBorrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prejudice to the Custodian’s rights under applicable lawprior consent from Silicon, the Custodian Borrower shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-offnot enter into, or become bound by, any such license or agreement which is reasonably likely to have a material adverse impact on Silicon's business or financial condition. Borrower shall use reasonable efforts to take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise realize upon be restricted or dispose prohibited by law or by the terms of any such Collateral and to apply the money license or other proceeds and any other monies credited agreement (to the Fund extent such restriction or prohibition is enforceable), whether now existing or entered into in satisfaction of the Liabilitiesfuture. This includesNotwithstanding the foregoing, but it is not limited to, any expressly acknowledged and agreed that the security 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 created in connection with the sale, set-off or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U this Agreement only with respect to Exim Eligible Foreign Accounts (as such term is defined in the Exim Agreement) is subject to and subordinate to the security interest granted to Silicon in the Exim Agreement with respect to such Exim Eligible Foreign Accounts, but only to the extent any Advances loans and advances are actually made pursuant to Borrower under the Exim Agreement based upon such Exim Eligible Foreign Accounts. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of this SectionAgreement, with such writing to be in form and substance satisfactory to Silicon.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith faith, or willful misconduct misconduct, or the Custodian’s reckless disregard of its duties under this Agreement, each the Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without upon written notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To In addition to the statutory landlord's lien, Landlord shall have, at all times, and Tenant hereby grants to Landlord, a valid security interest (to secure the due and prompt payment of all Advancesrents and other sums of money becoming due hereunder from Tenant, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance and to secure payment of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from damages or the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all losses that Landlord may suffer by reason of the Fund’s Securities breach by Tenant of any covenant, agreement or condition contained herein,) upon all goods, wares, equipment, fixtures, furniture, improvements, and other Assets now personal property of Tenant presently or that may hereafter in be situated on the possession of the Custodian Premises, and all proceeds thereof (collectivelytherefrom, and such property shall not be removed therefrom without the “Collateral”). A Fund shall promptly reimburse the Custodian for consent of Landlord until all arrangements in rent as well as any and all such Liabilitiesother sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreement and conditions hereof have been fully complied with and performed by Tenant. In Upon the event that a Fund fails to satisfy any occurrence of the Liabilities as and when due and payablean Event of Default by Tenant, the Custodian shall have in respect of the CollateralLandlord may, in addition to any other remedies provided herein, enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other rights personal property of Tenant situated on the Premises, without liability for trespass or conversion, and remedies arising hereunder or sell the same at law; and Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the said property and the proceeds thereof, under local law, the rights and remedies provisions of a secured party under the Uniform Commercial CodeCode in force in the State in which the Premises are located. Without prejudice to the Custodian’s rights under applicable lawThe statutory lien for rent is not hereby waived, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral security interest herein granted being in addition and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionsupplementary thereto.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising resulting from or the Custodian’s negligence, bad faith or willful misconduct or breach of the Custodian’s reckless disregard Standard of its duties under this AgreementCare, each Fund grants to the Custodian, but subject and inferior to any lien in favor of a lending bank (including Custodian or any affiliate thereof if the borrowing is pursuant to a separate agreement) should a Fund borrow money from any bank for investment or for temporary or emergency purposes using Securities or other Assets held by Custodian hereunder as collateral for such borrowings, a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without upon prior written notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 attorneys' fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. In additionIf a Fund borrows money from any bank (including Custodian or any affiliate thereof if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities or other Assets held by Custodian hereunder as collateral for such borrowings, Custodian may keep the collateral in its possession, but such collateral shall be subject to the terms of such collateral control, or similar agreement, entered into by the Fund, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Sectionand such lending bank.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”)) . A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure Seller shall retain a security interest in the due Products sold hereunder, and prompt all additions or accessions to and substitutions for such Products, and Buyer hereby grants to Seller a security interest in such Products sold hereunder, until Buyer has completed payment of the purchase price, plus accrued interest, and fully performed all Advancesof the other terms and conditions hereof, together with any taxesat which ▇▇▇▇ ▇▇▇▇▇▇’▇ security interest is satisfied. Seller shall be entitled, chargesand Buyer hereby authorizes Seller, feeswithout further action of Buyer, expenses, assessments, obligations, claims to prepare and file one or liabilities incurred by more Financing Statements pursuant to the Custodian Uniform Commercial Code to evidence this lien in connection with its performance of any duties under form satisfactory to Seller (and this Agreement shall serve as a security agreement for that purpose). The Products covered hereby shall remain strictly personal property, irrespective of the mode of its attachment to realty, the consequences of its being disturbed or removed, or the use made of it. Buyer shall maintain the Products covered hereby in good condition and repair and not permit its value to be impaired. Buyer shall not sell, mortgage, pledge or otherwise deal in or encumber the Products or any part of it or permit it to be removed from the place where first installed (collectively, “Liabilities”so long as any portion of the purchase price or accrued interest or any other sum due Seller under these terms of sale remains unpaid), except for without Seller’s prior written consent. Seller is authorized to inspect the Products wherever located at any Liabilities arising from reasonable time or times. The Products shall be insured by Buyer at its own expense in an amount not less than the Custodian’s negligence, bad faith or willful misconduct or the Custodian’s reckless disregard of its duties balance due to Seller under this Agreement, each Fund grants with loss, if any, payable to the Custodian a security interest in all of the Fund’s Securities and other Assets now Seller. Seller has no duty to protect, insure or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. 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, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this SectionProducts.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence, bad faith negligence or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities 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 local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without upon notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. 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 other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

Security Interest. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims claims, or liabilities incurred by the Custodian in connection with its performance of any duties under this Agreement hereunder (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s gross negligence, bad faith faith, or willful misconduct or misconduct, the Custodian’s reckless disregard of its duties under this Agreement, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other its Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A The Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a the Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have the rights and remedies of a secured party under the Uniform Commercial Code in respect of the Collateral, Collateral (in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code). Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, entitled (without notice to the Fund, ) to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, reasonable and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off off, or other disposition of such Collateral. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.