Common use of Security Interest Clause in Contracts

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Mortgagor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all patents the real property described on Exhibit A attached hereto and patent applications, domestic or foreign, all licenses relating incorporated by reference herein (to any the extent the same are not effectively made a part of the foregoing and real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all income and royalties with respect rents (to any licenses the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, such patents all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and patent applications as described in Schedule A heretoleasing agreements), all architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs trademarks and domain namesservice marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and applications for registration additions and accessions to, any of such trademarksthe foregoing; together with all books, service marks records and trade names, URLs and domain names, all licenses files to the extent relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateralfixture” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), without and is acknowledged and agreed to be a “mortgage” under the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedUCC.

Security Interest. (a) As security for the payment and performance of To secure the Obligations (as defined in the New Security Agreementhereafter defined), the Company Debtor hereby grants to each Secured Party a continuing security interest in and mortgage to all of the Company’s following described property and interest in such property (the "Collateral"), now owned or hereafter acquired by Debtor: A. All now owned and hereafter acquired right, title and interest of Debtor in, to and under the following propertyin respect of all: accounts, whether now existing interests in goods represented by accounts, returned, reclaimed or owned or acquiredrepossessed goods with respect thereto and rights as an unpaid vendor; contract rights, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses chattel paper relating to goods sold; documents; instruments; letters of credit, bankers' acceptances or guaranties securing any of the foregoing (the "Accounts"); B. All right, title and interest of Debtor in, to and in respect of the following: All inventory imported into the United States or purchased pursuant to letters of credit of whatever kind, nature or description, including all raw materials, work-in-process, finished goods, and materials to be used or consumed in Debtor's business; and all income names or marks affixed to or to be affixed thereto for purposes of selling same by the seller, manufacturer, lessor or licenser thereof ("Inventory"); All warehouse receipts, bills of lading, shipping documents and royalties with respect other instruments or documents relating to any licenses (such Inventory; and C. All present and future books and records, including, without limitation, such patents all computer programs, printed output and patent applications as described computer readable data in Schedule A hereto)the possession or control of the Debtor, any computer service bureau or other third party, all rights to s▇▇ for pastcomputer disks, present or future infringement thereofhard drives and other computer related hardware and software, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any Accounts and Inventory; and D. All cash and non-cash proceeds of the foregoing in whatever form and all income and royalties with respect to any licenses (wherever located, including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto insurance proceeds and all reissues, extensions and renewals thereof; and (iii) the entire goodwill claims against third parties for loss or destruction of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by damage to any of the aforementioned properties and assets; (iv) all general intangibles (foregoing. Except as defined herein, all terms used above shall have the meaning provided in the UCC); and (v) all products and proceeds of any and all of the foregoingNew York Uniform Commercial Code. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for To secure the prompt payment and performance to Buyer of all of the Obligations (as defined in the New Security Agreement)Obligations, the Company Seller hereby grants to each Secured Party Buyer a continuing lien upon and security interest in and mortgage to all of the Company’s right, title Seller's now existing or hereafter arising rights and interest in, to and under in the following propertyfollowing, whether now owned or existing or owned or hereafter created, acquired, developed or arising during the term of this Agreement arising, and wherever located (collectively, the “Intellectual Property "Collateral”"): (iA) all patents All accounts, receivables, contract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses general intangibles (including, without limitation, such patents all claims, causes of action, deposit accounts, guaranties, rights in and patent applications as described in Schedule A heretoclaims under insurance policies (including rights to premium refunds), all rights to s▇▇ for pasttax refunds, present or future infringement thereofcopyrights, all patents, trademarks, rights arising therefrom in and pertaining thereto under license agreements, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofother intellectual property); (iiB) all state (All inventory, including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating Seller's rights to any of the foregoing and all income and royalties returned or rejected goods, with respect to which Buyer shall have all the rights of any licenses unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, such marksamounts due Seller under this Agreement (including Seller's right of offset and recoupment); (D) All equipment, names machinery, furniture, furnishings, fixtures, tools, supplies and applications as described in Schedule B heretomotor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, whether registered or unregistered substitutions for, and wherever registeredreplacements of, all rights of the foregoing; (G) All books and records pertaining to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofof the foregoing; and (iiiH) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and All proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Intellectual Property Collateral which shall remain Seller's usual course of business. Seller agrees to sign UCC financing statements, in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toform acceptable to Buyer, and the term “Intellectual Property Collateral” shall not includeany other instruments and documents requested by Buyer to evidence, any general intangibles of the Company (whether owned or held as licensee or lesseeperfect, or otherwise)protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto Purchased Receivables and (ii) such consent has not been obtainedCollateral.

Security Interest. To secure the due payment and performance by Grantor of all indebtedness and other liabilities and obligations of Grantor to Secured Party under, arising out of or in any way connected with the Purchase Agreement, the Debenture, the Ancillary Agreements (aas defined in the Purchase Agreement) As and all other agreements, instruments and documents executed by Grantor and delivered in connection therewith or otherwise (all hereinafter referred to collectively as the “Obligations”), Grantor hereby grants to Secured Party and pledges, hypothecates, transfers and sets over to Secured Party, a lien on and security interest in and to and pledge of all of the following properties, assets and rights of Grantor, wherever located, whether now owned or hereafter acquired or arising and all proceeds and products thereof (all being hereinafter collectively referred to as the “Collateral”): all personal property and fixtures of Grantor of every kind and nature, including, without limitation all goods (including, without limitation, all inventory, equipment and any accessions and additions thereto), instruments (including, without limitation, all promissory notes), documents, accounts (including, without limitation, all health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, all patents, trademarks and other intellectual property, all general intangibles (including, without limitation, all payment intangibles), all insurance claims, and all proceeds of the foregoing. Grantor hereby assigns to Secured Party as further security for the payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s Obligations, all its right, title and interest inin and to all of Grantor’s securities, to and under the following property, whether now existing or owned or acquiredcash, developed or arising during the term of this Agreement (collectivelycash accounts, the “Intellectual Property Collateral”): (i) all patents remittances and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses deposits now or hereafter conducted by in the Company connected with and symbolized by any possession of the aforementioned properties and assets; (iv) all general intangibles (as or on deposit at or in Secured Party. All terms used in this Agreement which are defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest Uniform Commercial Code as in effect in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. State of New York (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwiseUniform Commercial Code”), shall have the meaning given to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedterm therein.

Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the New Security Agreement)Practice Operator’s obligations to Manager hereunder, the Company Practice Operator hereby grants to each Secured Party Manager a security interest in [which shall be subordinate to the security interest granted to the Shareholder by virtue of that certain Security Agreement by and mortgage to all between PainCare and Shareholder of even date herewith (hereinafter the Company“Shareholder’s right, title and interest inSecurity Agreement”)], to and under the following extent permitted by applicable law, in all property, whether if any, which the Practice Operator may now existing own or owned or acquired, developed or arising during the term of this Agreement may hereafter acquire (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto)the following: 8.3.1 All inventory of the Practice Operator, all rights to s▇▇ for past, present whether now owned or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofhereafter acquired; (ii) all state (including common law)8.3.2 All equipment, federal and foreign trademarksmachinery tools, service marks and trade namesfixtures, URLs and domain namesfurnishings, leasehold improvements, furniture, vehicles or goods of the Practice Operator, whether now owned or hereafter acquired; 8.3.3 All accounts receivable, accounts, contracts, contract rights, chattel paper, and applications for registration of such trademarkschooses in action, service marks and trade namesnow or hereafter due or owing to, URLs and domain namesor owned by, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (Practice Operator; 8.3.4 All general intangibles, now or hereafter owned by the Practice Operator, including, without limitation, such marksbooks and records, names notes, instruments, licenses, and applications as described in Schedule B hereto), whether registered or unregistered trade names; 8.3.5 All insurance policies and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals proceeds thereof; and 8.3.6 All proceeds and products of the foregoing. The Practice Operator shall execute such financing statements and other documents as shall be necessary to perfect (iiiand maintain the perfection of) said security interest. Upon a default hereunder or other breach which results in the entire goodwill termination of this Agreement, or associated with the businesses now or hereafter conducted non-payment by the Company connected with Practice Operator hereunder, which is not cured by the Practice Operator within thirty (30) days after receipt of written notice of default, Manager shall be entitled to exercise all rights and symbolized by remedies under State law including, without limitation, all rights and remedies of a secured party under the Uniform Commercial Code for the applicable State in which the Practice Operator operates. The Practice Operator shall not sell, assign, transfer or encumber any of the aforementioned properties Collateral without Manager’s prior written consent. The Practice Operator acknowledges and assets; (iv) all general intangibles (as defined in understands that Manager may assign the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing foregoing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toto any Person or entity who may from time to time provide financing to Manager, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), Practice Operator consents to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedassignment.

Security Interest. (a) As The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Security Trustee, subject to no prior interests of any Person whatsoever except for the payment and performance of the Obligations (as defined a lessee under a Lease, in the New Security Agreement)following collateral (collectively, the Company hereby grants “Mortgage Collateral”) attaching on the date of this Agreement: a. each Aircraft; b. all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to each Secured Party a security interest time no longer be installed on any Aircraft or may be installed in and mortgage to any other aircraft; c. all of the CompanyGrantor’s right, title and interest inin the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to any Aircraft and under all the following propertyGrantor’s right, whether now existing title and interest, present and future, therein and thereto and any sale or owned other transfer agreement relating to any Aircraft, any acceptance certificate, and/or ▇▇▇▇ of sale relating to any Aircraft, any guaranties, letters of credit or acquiredother credit support relating to any Aircraft, developed and any other certificate, instrument or arising during the term agreement relating to any Aircraft or a lessee, user or lessor of this Agreement any Aircraft (collectively, the “Intellectual Property CollateralAircraft Documents”):); (i) d. all patents and patent applications, domestic proceeds from the sale or foreignother disposition of, all licenses relating proceeds of insurance due to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to, any of the foregoing equipment described in clauses (a), (b) and (c) above; e. all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Transaction Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee, and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing estate, right, title and all income interest of every nature whatsoever of the Grantor in and royalties with respect to any licenses (including, without limitation, such marks, names the same and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals every part thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) f. all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all proceeds, howsoever arising, of the foregoing. (b) This Agreement shall create a continuing security interest in . TO HAVE AND TO HOLD the Intellectual Property Mortgage Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding unto the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toSecurity Trustee, and its successors and assigns, as security for the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedSecured Obligations.

Security Interest. (a) As security for To secure the prompt payment and performance to Buyer of all of the Obligations (as defined in the New Security Agreement)Obligations, the Company Seller hereby grants to each Secured Party Buyer a continuing lien upon and security interest in and mortgage to all of the CompanySeller’s right, title now existing or hereafter arising rights and interest in, to and under in the following propertyfollowing, whether now owned or existing or owned or hereafter created, acquired, developed or arising during the term of this Agreement arising, and wherever located (collectively, the “Intellectual Property Collateral”): (iA) all patents All accounts, receivables, contract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses general intangibles (including, without limitation, such patents all claims, causes of action, deposit accounts, guaranties, rights in and patent applications as described in Schedule A heretoclaims under insurance policies (including rights to premium refunds), all rights to s▇▇ for pasttax refunds, present or future infringement thereofcopyrights, all patents, trademarks, rights arising therefrom in and pertaining thereto under license agreements, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofother intellectual property); (iiB) all state (All inventory, including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating Seller’s rights to any of the foregoing and all income and royalties returned or rejected goods, with respect to which Buyer shall have all the rights of any licenses unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, such marksamounts due Seller under this Agreement (including Seller’s right of offset and recoupment); (D) All equipment, names machinery, furniture, furnishings, fixtures, tools, supplies and applications as described in Schedule B heretomotor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, whether registered or unregistered substitutions for, and wherever registeredreplacements of, all rights of the foregoing; (G) All books and records pertaining to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofof the foregoing; and (iiiH) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and All proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer’s prior written consent, except for the sale of finished inventory in the Intellectual Property Collateral which shall remain Seller’s usual course of business. Seller agrees to sign UCC financing statements, in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toform acceptable to Buyer, and the term “Intellectual Property Collateral” shall not includeany other instruments and documents requested by Buyer to evidence, any general intangibles of the Company (whether owned or held as licensee or lesseeperfect, or otherwise)protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto Purchased Receivables and (ii) such consent has not been obtainedCollateral.

Security Interest. (a) As security for the prompt and complete payment and performance of all of the Obligations Liabilities when due or declared due in accordance with the terms hereof, each Borrower hereby grants, pledges, conveys and transfers to the Agent, (for the ratable benefit of Lenders, Agent and, as applicable, Lenders’ Affiliates) (in addition to the security interests, assignments and mortgages on the Real Property as contemplated by the Mortgages and the other Financing Agreements) a continuing security interest in and to any and all assets and personal property of such Borrower, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”): (a) all of such Borrower’s accounts receivable, including, without limitation, Accounts and Health-Care-Insurance Receivables (each as defined in the New Security AgreementCode), the Company hereby grants to each Secured Party a security interest in and mortgage to (b) all of such Borrower’s General Intangibles, including, without limitation General Intangibles related to accounts receivable and money; (c) all of such Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, any Lender, or any other financial institution with which such Borrower maintains deposits; (d) all of such Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, bills of lading, warehouse receipts, shipping documents, contracts, tax refunds, documents and documents of title, and all of such Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the CompanyCode); (e) all of such Borrower’s rightInventory and Equipment (each as defined in the Code) and motor vehicles and trucks; (f) all of such Borrower’s monies, title and interest inany and all other property and interests in property of such Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the Agent or any agent or Affiliate of the Agent in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to and under the following property, whether now existing or owned or acquired, developed or arising during the term Agent’s rights of this Agreement (collectivelysetoff, the “Intellectual Property Collateral”): balance of any account or any amount that may be owing from time to time by the Agent to such Borrower; (ig) all patents and patent applications, domestic insurance proceeds of or foreign, all licenses relating to any of the foregoing property and all income interests in property, and royalties with respect to any licenses key man life insurance policy covering the life of any officer or employee of such Borrower; (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (iih) all state (including common law), federal proceeds and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration profits derived from the operation of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses Borrower’s business; (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iiii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions other assets and personal property of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.Borrower;

Security Interest. Subject to the superior rights of the Agent and the Senior Lenders in the Collateral and subject further to the terms of the Subordination Agreement, each Debtor hereby grants to Secured Party a lien and security interest (the "SECURITY INTERESTS") in all of such Debtor's right, title and interest in and to all assets of such Debtor, whether now owned or existing or hereafter arising or acquired and wherever arising or located, EXCEPT AS EXCLUDED ON SCHEDULE I HERETO, including, without limitation, the following property (such property being hereinafter sometimes collectively called the "COLLATERAL"): (a) As security for the payment and performance of the Obligations All accounts (as defined in the New Security Agreement)Uniform Commercial Code as in effect on the date hereof in the State of Texas; PROVIDED that if by mandatory provisions of law, the Company hereby grants perfection or the effect of perfection or non-perfection of the security interests granted pursuant hereto, as well as all other security interests created or assigned as additional security for the Secured Obligations pursuant to each Secured Party the provisions of this Agreement is governed by the UCC as in effect in another jurisdiction, "UCC" means the UCC as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection) and whether or not included in such definition, all receivables, accounts receivable, lease receivables, contract rights, chattel paper, drafts, acceptances, instruments, writings evidencing a monetary obligation or a security interest or a lease of goods, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and mortgage to all of the Company’s rightsecurity agreements, title leases, and interest in, to and under the following property, whether now existing other contracts securing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses otherwise relating to any such accounts, lease receivables, chattel paper, drafts, acceptances, instruments, writings evidencing a monetary obligation or a security interest or a lease of the foregoing and all income and royalties with respect to any licenses (includinggoods, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles or obligations (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in foregoing property being collectively called the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise"RECEIVABLES"), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.;

Security Interest. (a) As security for the payment performance by the Company of all the terms, covenants and performance agreements on the part of the Obligations (as defined in Company to be performed under this Agreement or any other Transaction Document, including the New Security Agreement)punctual payment when due of all Secured Obligations, the Company hereby grants to each the Collateral Agent, for the benefit of the Secured Party Parties, a security interest in and mortgage to in, all of the Company’s right, title and interest in, in and to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property RLA Collateral”): (ia) all patents Receivables, whether now owned and patent applicationsexisting or hereafter acquired or arising, domestic together with all Receivable Assets and Collections with respect thereto; (b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or foreignpursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all licenses relating rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”); (c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all income certificates and royalties with instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Collection Accounts; and (d) the Company Concentration Accounts (including the Payments Reserve Subaccounts) and the Withholding Tax Reserve Account, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or the Withholding Tax Reserve Account or any licenses funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts or the Withholding Tax Reserve Account and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts or the Withholding Tax Reserve Account, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts or the Withholding Tax Reserve Account; (e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, such patents all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and patent applications general intangibles (as described those terms are defined in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (iithe UCC as in effect on the date hereof in the State of New York) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to in which the Company has any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofinterest; and (iiif) to the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined extent not included in the UCC); and (v) foregoing, all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for the payment and performance of the Obligations SUBJECT PROPERTY" (sometimes referred to herein as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to "COLLATERAL") means all of the Company’s Providers' right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the following: all Accounts and Purchased Accounts arising on or after October 18, 2002, and all Accounts and Purchased Accounts representing any and all of Providers' rights to payment, whenever arising, together with all accounts, chattel paper, documents, instruments, letter of credit rights, supporting obligations, deposit accounts, and general intangibles arising from or related thereto, all rights, remedies, guarantees, security interests and liens in respect of any of the foregoing, all records (other than patient medical records to the extent protected from disclosure by law) and other information necessary or relevant to the collection of such Accounts and Purchased Accounts, whether now owned or existing or hereafter created, acquired or arising and wherever located and all of the proceeds, products, and offspring of the foregoing (all of such terms, as applicable, are presently or hereafter defined in the Uniform Commercial Code), including but not limited to (i) all rights to payment arising on or after October 18, 2002 under any agreements with all Third Party Obligors, (ii) all cash deposited with Purchaser or that Purchaser is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Factoring Agreement, and (iii) any and all cash and non-cash proceeds of the foregoing (including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to, or destruction of any or all of the Subject Property or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form. (b) This Agreement shall create In the event that, contrary to the mutual intent of the Provider and the Purchaser, any purchase of any Purchased Accounts is not characterized as a continuing sale, each Provider shall, effective as of the date hereof, be deemed to have granted (and the Provider does hereby grant) to the Purchaser a first priority security interest in and to all of the Intellectual Subject Property Collateral to secure the repayment of all amounts advanced to or for the benefit of each Provider and all of the Providers hereunder and all other amounts due or owing to the Purchaser by any and all of the Providers, and this Agreement shall be deemed to be a security agreement for such purposes. In such event, it is agreed that this Agreement is intended to comply in all respects with all provisions of law and not to violate, in any way, any legal limitations on interest charges. Accordingly, if, for any reason, the Providers are required to pay, or have paid, interest or fees at a rate in excess of the highest rate of interest which may be charged by the Purchaser or which the Providers may legally contract to pay under applicable law (the "MAXIMUM RATE"), then the interest rate shall remain be deemed to be reduced, automatically and immediately, to the Maximum Rate, and interest or fees payable hereunder shall be computed and paid at the Maximum Rate and the portion of all prior payments of interest or fees in effect until terminated in accordance with Section 16 hereofexcess of the Maximum Rate shall be deemed to have been prepayments of the amounts advanced to the Providers hereunder. (c) Notwithstanding the foregoing provisions of this Section 1, With respect to the grant of a security interest as provided herein set forth above, the Purchaser may, at its option, exercise from time to time any and all rights and remedies available to it under the UCC or otherwise. Each Provider agrees that five (5) days shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles be reasonable prior notice of the Company date of any public or private sale or other disposition of all or part of the Subject Property. (whether owned or held as licensee or lessee, or otherwise), to the extent that d) Each Provider represents and warrants that: (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms location of the licenseProvider's principal place of business, lease or other agreement applicable thereto (but solely chief executive office and all locations in which the Provider maintains records with respect to the extent Accounts are set forth in the introductory paragraph of this Agreement, and that the Provider has not changed any such restriction shall be enforceable under applicable law), without location in the consent of the licensor or lessor thereof or other applicable party thereto last five (5) years; and (ii) such consent the exact name of the Provider is as set forth in the introductory paragraph of this Agreement and, except as set forth therein, the Provider has not been obtainedchanged its name in the last five (5) years and during such period the Provider did not use, nor does the Provider now use, any fictitious, doing business as or trade name or any other name. Each Provider shall notify the Purchaser in writing thirty (30) days prior to any change in any location referred to in clause (i) and/or any change in any name referred to in clause (ii).

Security Interest. (a) As security for The Debtors hereby assign and grant to the payment and performance Agent on behalf of the Obligations (as defined in the New Security Agreement)Lenders, the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightfollowing assets of the Debtors, title and interest in, to and under the following property, whether now existing or owned or acquired, developed hereafter created or arising during the term of this Agreement acquired (collectively, the “Intellectual Property Collateral”): (ia) All accounts, contract rights, chattel paper, instruments, deposit accounts, letter of credit rights, payment intangibles and general intangibles, including all patents amounts owing to each Debtor from a factor and patent applicationschoses in action; and all returned or repossessed goods which, domestic on sale or foreignlease, resulted in an account or chattel paper. (b) All inventory, including all materials, work in process and finished goods. (c) All goods, including, without limitation, all licenses relating machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, vessels (including, for the avoidance of doubt, any Collateral Ships (including without limitation any autonomous underwater vehicle or AUV listed in Part C of Schedule II and, to the extent owned by a Debtor, all materials used or to be used in the construction and equipping a Collateral Ship, all equipment, outfitting, engines and appliances installed or to be installed on a Collateral Ship, all rights related to a Collateral Ship, and all proceeds therefrom, and any and all present and future parts, accessories, attachments, additions, accessions, substitutions and replacements to and for any of the foregoing collateral)), appliances, furniture, special and general tools, fixtures, test and quality control devices, all Titled Collateral (as defined below), and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all income other items used and royalties useful in connection with respect to any licenses Debtor’s businesses and all improvements thereto. (d) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type, including, without limitation, such patents and patent applications as described all Equity Interests in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of Persons owned or hereafter acquired by any Debtor. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing. (be) This Agreement shall create a continuing security interest Subject to the Foreign Collateral Exclusion, all Equity Interests, regardless of class or designation, owned or hereafter acquired by any Debtor in any and all Persons including without limitation each of the issuing entities described in Schedule I hereto, and any warrants, options, purchase rights, conversion or exchange rights, voting, managerial and control rights, calls or claims of any character with respect to any such Equity Interests (collectively, including the Additional Pledged Interests (as defined below), the “Pledged Interests”), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including (i) the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the Intellectual Property Collateral which shall remain name of Agent or any of its nominees, (ii) any certificates representing the Pledged Interests (including the Additional Pledged Interests), (iii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests), (iv) the right to require that same be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in effect until terminated blank by the applicable Debtor, (v) all warrants, options, share appreciation rights and other rights, contractual or otherwise, in accordance with respect thereof and (vi) all economic rights, dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Debtor (the Pledged Interests and any other collateral pledged pursuant to this Section 16 hereof1(e) are referred to herein, collectively, as the “Pledged Collateral”). (cf) Notwithstanding the foregoing provisions of this Section 1All general intangibles, the grant of a security interest as provided herein shall including, but not extend limited to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that : (i) such general intangibles are not assignable all patents, and all unpatented or capable of being encumbered as a matter of law or under the terms of the licenseunpatentable inventions, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) all trademarks, service marks, and trade names, (iii) all copyrights and literary rights, (iv) all computer software programs, (v) all mask works of semiconductor chip products, and (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such consent has not been obtainedgeneral intangibles, all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles. (g) All negotiable and nonnegotiable documents of title covering any Collateral. (h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral. (i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties, indemnities and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral.

Security Interest. (a) As security for the prompt payment and performance of all of its Obligations, the Obligations (Borrower hereby assigns and pledges to the Lender, and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the interests of ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac as defined set forth in Section 4.02 and in the New Security related ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement), but only to the Company hereby grants extent that a related Acknowledgment Agreement has been executed, to each Secured Party a security interest in and mortgage to the Lender, all of the CompanyBorrower’s right, title and interest interest, in, to to, and under the following propertyunder, whether now existing or owned or hereafter acquired, developed in all of the following, whether now or arising during hereafter existing and wherever located: (i) the term Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of this the Borrower in such Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) the Servicing Contracts (other than the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other than the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, to the extent that a related Acknowledgement Agreement has been executed, and all rights and claims thereunder, (iv) all books and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) (v) the Collection Account and all amounts on deposit therein, (vi) all amounts to which Lender is entitled to on deposit in the Cash Management Account pursuant to the terms of the Intercreditor Agreement and Cash Management Agreement, to the extent applicable to the Pledged Servicing Rights related solely to the ▇▇▇▇▇▇ ▇▇▇ Lender Contracts, and (vii) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications); provided that the Borrower shall not assign or pledge to the Lender, domestic or foreign, all licenses relating to a grant a security interest in any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present Excluded Amounts or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoingExcess Yield. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Grantor grants and assigns to Lender a security for the interest to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the CompanySecured Obligations, in Grantor’s right, title and interest in, in and to and under all of the following described personal property in which Grantor now or at any time hereafter has any interest (“Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Grantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ obtained from, any governmental entity with respect to the ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Property; all advance payments of insurance premiums made by Grantor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Lender, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) not disbursed; all patents and patent applications, domestic or foreignfunds deposited with Lender pursuant to any Loan Document, all licenses reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing, and all books, records and files relating to any of the foregoing. As to all of the above-described personal property, this Deed of Trust is acknowledged and agreed to be a security agreement under the Virginia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and all income and royalties with respect to any licenses (includingits address is as set forth on Page 1 of this Deed of Trust, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal the Lender is the “secured party” and foreign trademarks, service marks its address is as set forth on Page 1 of this Deed of Trust and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any name of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all record owner of the foregoingProperty is Grantor. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for To secure the payment and performance of all of the Obligations (as defined when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in the New Security Agreement)connection herewith, the Company Borrower hereby grants to each Secured Party Silicon a continuing security interest in and mortgage to all of Borrower's interest in the Company’s right, title and interest in, to and under the following propertyfollowing, whether now existing or owned or hereafter acquired, developed or arising during the term of this Agreement and wherever located: All Inventory, Equipment, Letter-of-Credit Rights, Supporting Obligations, Receivables, General Intangibles (collectivelyother than Borrower's Intellectual property as set forth below), the “Payment Intangibles (other than Borrower's Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreignas set forth further below), all licenses relating of Borrower's Deposit Accounts, and all money, and all property now or at any time in the future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. Upon the occurrence and all income during the continuance of an Event of Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and royalties with respect grant to any licenses (including, without limitation, Silicon in such patents writing a security interest therein and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement the proceeds thereof, all rights arising therefrom upon the terms of this Agreement, with such writing to be in form and pertaining thereto substance satisfactory to Silicon. The Collateral does not include: Any copyright rights, copyright applications, copyright registrations and all reissueslike protections in each work of authorship and derivative work, divisionswhether published or unpublished, continuationsnow owned or later acquired; any patents, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and applications therefor; any trade namessecret rights, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to including any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for pastunpatented inventions, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now owned or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoingacquired. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement)For value received, the Company Debtor hereby grants to each Secured Party Trustee a security interest (the "Security Interest') in and mortgage to all of the Company’s rightfollowing: (i) any and all retail motor vehicle installment sale contracts (the "Contracts") acquired with the funds constituting the Indebtedness or with funds received from the repayment of said Contracts or the Replacement Contracts (the "Replacement Contracts"), which Contracts or Replacement Contracts are originated in connection with the financing of new and used automobiles and light-duty trucks (the "Vehicles"), including all rights to receive payments thereunder and security interests in and instruments of title and interest in, to and under the following propertyVehicles, whether now existing or owned or hereafter acquired, developed or arising during the term of this Agreement ; (collectively, the “Intellectual Property Collateral”): (iii) all patents funds in the Debtor bank accounts styled Master Collections Accounts, Master Operating Account and patent applications, domestic or foreign, Note Redemption Account; (iii) all licenses relating proceeds of an offering pursuant to the Registration Statement of Debtor filed with the Securities and Exchange Commission (the "Registration Statement"); and (iv) all products thereof and all cash and noncash proceeds of any of the foregoing and all income and royalties with respect to foregoing, in any licenses (form, including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement proceeds of insurance policies from the loss thereof, all rights arising therefrom and pertaining thereto titles to the Vehicles and all reissuesassignment of liens, divisionsall Contracts, continuationsVehicle Titles, renewalsassignments, extensions dealer recourse agreements, other documents and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain namesinstruments in the possession of the Debtor, and applications for registration any documents or instruments in the possession, custody and control of such trademarks, service marks and trade names, URLs and domain names, any Contract Servicer or any independent Custodian (all licenses relating to any of the foregoing hereinafter called the "Collateral"); provided, however, that the security interest granted hereunder is subject to the conditions and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined limitations set forth in the UCC); and (v) all products and proceeds of any and all of the foregoingRegistration Statement. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) 3.1 As security for the prompt, complete and indefeasible payment and performance when due (whether on the payment dates or otherwise) of all the Obligations (as defined in the New Security Agreement)Secured Obligations, the Company hereby each Obligor grants to each Secured Party the Lender, for its benefit, a security interest in and mortgage to all of the Companysuch ▇▇▇▇▇▇▇’s right, title title, and interest in, in and to and under the following property, personal property whether now existing or owned or acquiredhereafter acquired or in which such Obligor now has or at any time in the future may acquire any right, developed title or arising during the term of this Agreement interest and wherever located and all proceeds and products thereof (collectively, the “Intellectual Property Collateral”): ): all goods, Accounts (i) all patents and patent applicationsincluding health-care receivables), domestic Equipment, Inventory, contract rights or foreignrights to payment of money, all licenses relating to leases, license agreements, franchise agreements, General Intangibles (except as provided below), Collateral IP, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the foregoing letter of credit is evidenced by a writing), securities, securities accounts, securities entitlements and all income other investment property, supporting obligations, and royalties with respect to any licenses (includingfinancial assets, without limitationwhether now owned or hereafter acquired, such patents wherever located; and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain namesObligor’s Books relating to the foregoing, and applications for registration of such trademarksany and all claims, service marks rights and trade names, URLs and domain names, all licenses relating to interests in any of the foregoing above and all income substitutions for, additions, attachments, accessories, accessions and royalties with respect improvements to any licenses (includingand replacements, without limitationproducts, such marks, names proceeds and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and insurance proceeds of any and or all of the foregoing. (b) This Agreement shall create a continuing 3.2 Notwithstanding the broad grant of the security interest set forth in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 13.1, above, the Collateral shall not include (i) any Excluded Intellectual Property, (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) any joint venture agreement, or limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the membership interest (a “JV Agreement”) if grant of a security interest as provided herein shall not extend towould cause a breach of such JV Agreement, and (iv) until repayment or prepayment of DSM Tranche 3, all equity interests held by the term “Borrower in Amyris RealSweet, LLC provided that no Obligor or any of their respective Subsidiaries shall create or permit to subsist any Lien over any Excluded Intellectual Property Collateral” shall not includeor JV Agreement or, after repayment or prepayment of DSM Tranche 3, any general intangibles equity interests held by the Borrower in Amyris RealSweet, LLC. 3.3 Parent shall, as security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Lender, a security interest in all of such Subsidiary Guarantor’s assets pursuant to such Security Documents as the Lender may require. 3.4 Each Obligor hereby authorizes Lender to file financing statements, without notice to Obligor, with all jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the Company (whether owned Debtor” or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable words of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedsimilar effect.

Security Interest. (a) As security for Subject to the Intercreditor Agreements, to secure the payment and performance of all of the Obligations (as defined in the New Security Agreement)when due, the Company each of Borrower and Holdings hereby grants to each Secured Party Lender a security interest in and mortgage to all of the Company’s following (collectively, the “Collateral”): all right, title and interest inof Borrower and Holdings, respectively, in and to and under all of the following propertyfollowing, whether now existing or owned or acquired, developed hereafter arising or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) acquired and wherever located: all patents and patent applications, domestic or foreign, Accounts; all licenses relating to any of the foregoing and Inventory; all income and royalties with respect to any licenses Equipment; all assets constituting Capital Expenditures; all Deposit Accounts (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto the Designated Account and all reissuesfunds maintained therein); all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, divisionsrights and interests in any of the above, continuationsand all guaranties and security for any of the above, renewalsand all substitutions and replacements for, extensions additions, accessions, attachments, accessories, and continuations-in-part improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above; provided, that in no event shall the “Collateral” include any Excluded Assets; provided, however, that the security interest of Lender shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset. Subject to the Intercreditor Agreements, notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrower, realization on the Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses owing to Lender in connection with the Loan Documents; (ii) all state SECOND, to premium (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names Applicable Premium) and applications as described fees incurred in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; andconnection with the Loans; (iii) THIRD, to accrued and unpaid interest on the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assetsLoan; (iv) FOURTH, to all general intangibles (as defined in unpaid principal owing on the UCC)Loan; and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise)FIFTH, to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedall remaining Obligations.

Security Interest. (a) As security for the payment Mortgagor hereby grants and performance assigns to Mortgagee as of the Obligations Effective Date (as defined in the New Security Project Loan Agreement), the Company hereby grants to each Secured Party ) a security interest in interest, to secure payment and mortgage to performance of all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Mortgagor now existing or owned at any time hereafter owns or acquired, developed or arising during the term of this Agreement has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, embedded software therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Property); all patents after acquired title, and patent applicationsall right, domestic title, interest and privileges of Mortgagor in and to all streets, ways, roads and alleys used in connection with or foreignpertaining to such real property, and together with all development rights or credits, air rights, water, water rights and water stock related to such real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all appurtenances, easements, rights and rights of way appurtenant or related thereto; all buildings, other improvements and fixtures now or hereafter located on the real property, including, but not limited to, all licenses apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property; together with all rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, notes, drafts, letters of credit, letter of credit rights, supporting obligations insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Property or any business now or hereafter conducted thereon by ny-1260332 Mortgagor; all rights of Mortgagor under any interest rate hedge, cap, swap or similar agreement; all permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance premiums made by Mortgagor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee or another depository pursuant to the Loan Agreements or any other Loan Documents; all reserves, deferred payments, deposits, accounts, refunds and payments of any kind related to the Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateralfixture” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, this Mortgage constitutes a fixture filing under the New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), without ; and is to be recorded in the consent real estate records of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedcounty in which the Property is located.

Security Interest. (a) As security for To secure the prompt payment and performance to Buyer of all of the Obligations (as defined in the New Security Agreement)Obligations, the Company Seller hereby grants to each Secured Party Buyer a continuing lien upon and security interest in and mortgage to all of the Company’s right, title Seller's now existing or hereafter arising rights and interest in, to and under in the following property, whether now owned or existing or owned or hereafter created, acquired, developed or arising during the term of this Agreement arising, and wherever located (collectively, the “Intellectual Property "Collateral”"): (iA) all patents All accounts, receivables, contract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses general intangibles (including, without limitation, such patents all claims, causes of action, deposit accounts, guaranties, rights in and patent applications as described in Schedule A heretoclaims under insurance policies (including rights to premium refunds), all rights to s▇▇ for pasttax refunds, present or future infringement thereofcopyrights, all patents, trademarks, rights arising therefrom in and pertaining thereto under license agreements, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofother intellectual property); (iiB) all state (All inventory, including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating Seller's rights to any of the foregoing and all income and royalties returned or rejected goods, with respect to which Buyer shall have all the rights of any licenses unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, such marksamounts due Seller under this Agreement (including Seller's right of offset and recoupment); (D) All equipment, names machinery, furniture, furnishings, fixtures, tools, supplies and applications as described in Schedule B heretomotor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, whether registered or unregistered substitutions for, and wherever registeredreplacements of, all rights of the foregoing; (G) All books and records pertaining to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofof the foregoing; and (iiiH) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and All proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Intellectual Property Collateral which shall remain Seller's usual course of business. Seller agrees to sign UCC financing statements, in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toform acceptable to Buyer, and the term “Intellectual Property Collateral” shall not includeany other instruments and documents requested by Buyer to evidence , any general intangibles of the Company (whether owned or held as licensee or lesseeperfect, or otherwise)protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto Purchased Receivables and (ii) such consent has not been obtainedCollateral.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement)Obligations, the Company each Debtor hereby grants to each Secured Party a first-priority security interest (subject to Section 22) in and mortgage to all of the Companysuch Debtor’s right, title and interest in, to and under the following all of its personal property, wherever located and whether now existing or owned or acquiredhereafter acquired or arising, developed or arising during including all accounts, chattel paper, commercial tort claims, payment intangibles, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, other goods, money and all products, accessions, proceeds and supporting obligations of any and all of the term of this Agreement foregoing (collectively, the “Collateral”). (b) The Collateral includes, without limitation, the following property (the “Intellectual Property”) of the Debtors at any time, whether now existing or hereafter arising, (i) all patents, trademarks, trade secrets, copyrights, software, mask works, know-how, inventions, and other general intangibles of every kind besides payment intangibles and those that do not relate to inventions, ideas, business methods, scientific discoveries, or other things characterized in any business or legal context as “intellectual property”, together with all improvements, enhancements, additions or accessions thereto; (ii) all applications or registrations therefor or relating thereto, all government-approvals, permits or rights therefor, relating thereto or associated therewith, and all amendments or supplements thereto; (iii) all drawings, samples, embodiments, code, physical manifestations of or relating to or describing, creating or evidencing any of the foregoing, together with all books and records relating thereto; (iv) all licenses, sublicenses, other rights or defenses, and other contracts or obligations at law or in equity constituting or relating to any Intellectual Property, including all agreements signed by any third party protecting, promising or otherwise assuring confidentiality, nondisclosure, nonuse or non-reverse engineering or decompiling or other misuse of any Intellectual Property; (v) all contracts or obligations of employees, consultants or other persons or entities to assign or transfer to or otherwise share with a Debtor any Intellectual Property or otherwise regulate their conduct with respect to any Intellectual Property; and (vi) all rights and claims of either Debtor to ownership or other interests in any asset claimed to be owned or controlled by a third party, but which such Debtor contends to be its Intellectual Property. With reference to the “Intellectual Property”, the following part of the Collateral”):, whether now existing or hereafter acquired, are called “Proceeds” herein: (i) all patents payment intangibles and patent applicationsother general intangibles consisting of commercial tort claims or other claims or causes of action for infringement, domestic misappropriation, conversion, misuse or foreign, all licenses relating to other torts of wrongful conduct by any of the foregoing and all income and royalties person or entity with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofIntellectual Property; (ii) all state (including common law)royalties, federal general intangibles, letters of credit rights, instruments, chattel paper and foreign trademarks, service marks other rights to payment and trade names, URLs and domain names, and applications for registration proceeds of such trademarks, service marks and trade names, URLs and domain names, all licenses every kind arising from or relating to any of the foregoing and all income and royalties with respect Intellectual Property or to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; andother Proceeds of Intellectual Property; (iii) any breach of contract or other legal or equitable relief relating to any Intellectual Property, including any breach of any contract for confidentiality, nonuse, nondisclosure, not to reverse engineer or decompile or otherwise regulate the entire goodwill of handling or associated dealing with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assetsIntellectual Property; (iv) all general intangibles (as defined in the UCC)any rights to indemnification, defense or reimbursements for or against third party claims alleging infringement or other wrongs by or relating to any Intellectual Property; and (v) all products and proceeds any other rights, claims or defenses that would exist in favor of a purchaser of any and all of the foregoing. (b) This Agreement shall create Intellectual Property, if there were a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereoftransfer, whether constituting general intangibles, payment intangibles, accounts, commercial torts, or otherwise. (c) Notwithstanding Anything herein to the foregoing provisions of this Section 1contrary notwithstanding, (i) each Debtor shall remain liable under any Pledged Collateral Agreements and any other contracts, agreements and other documents included in the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by Secured Party of any of the rights hereunder shall not release any Debtor from any of its duties or obligations under any Pledged Collateral Agreements or other such contracts, agreements and other documents, and (iii) Secured Party shall not have any obligation or liability under any Pledged Collateral Agreements or other such contracts, agreements and other documents solely by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of any Debtor thereunder or to take any action to collect or enforce any Pledged Collateral Agreements or other such contract, agreement or other document. (d) Anything herein to the contrary notwithstanding, in no event shall the Collateral include, and no Debtor shall be deemed to have granted a security interest in, any of a Debtor’s right, title or interest in any of the outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under immediately upon the terms amendment of the license, lease Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock or other agreement ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the applicable thereto (but solely to the extent that any such restriction Debtor shall be enforceable under applicable law)deemed to have granted a security interest in, without the consent such greater percentage of the licensor or lessor thereof capital stock or other applicable party thereto ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to such consent has not been obtainedDebtor shall arise or exist in connection with the pledge of any Controlled Foreign Corporation, the Collateral shall include, and such Debtor shall be deemed to have granted a security interest in, such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Internal Revenue Code.

Security Interest. (a) As Mortgagor grants and assigns to Mortgagee a security for the interest to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the CompanySecured Obligations, in Mortgagor’s right, title and interest in, in and to and under all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (“Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or MORTGAGE (SOUTH CAROLINA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ obtained from, any governmental entity with respect to the ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance premiums made by Mortgagor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Mortgagee, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) not disbursed; all patents and patent applications, domestic or foreignfunds deposited with Mortgagee pursuant to any Loan Document, all licenses reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing, and all books, records and files relating to any of the foregoing. As to all of the above-described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the South Carolina Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Mortgagor is the “debtor” and all income and royalties with respect to any licenses (includingits address is as set forth on page 1 of this Mortgage, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal the Mortgagee is the “secured party” and foreign trademarks, service marks its address is as set forth on page 1 of this Mortgage and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any name of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all record owner of the foregoingProperty is Mortgagor. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for the payment performance by the Company of all the terms, covenants and performance agreements on the part of the Obligations (as defined in Company to be performed under this Agreement or any other Transaction Document, including the New Security Agreement)punctual payment when due of all Secured Obligations, the Company hereby grants to each the Collateral Agent, for the benefit of the Secured Party Parties, a security interest in and mortgage to in, all of the Company’s right, title and interest in, in and to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (ia) all patents Receivables, whether now owned and patent applicationsexisting or hereafter acquired or arising, domestic together with all Receivable Assets and Collections with respect thereto; (b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or foreignpursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all licenses relating rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”); (c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all income certificates and royalties with instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and (d) the Company Concentration Account and the Payments Reserve Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or any licenses funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts; (e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, such patents all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and patent applications general intangibles (as described those terms are defined in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (iithe UCC as in effect on the date hereof in the State of New York) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to in which the Company has any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofinterest; and (iiif) to the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined extent not included in the UCC); and (v) foregoing, all products and proceeds of any and all of the foregoing. (b) . In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of constitute a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles agreement for purposes of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or UCC and other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for Each Debtor hereby assigns and grants to the payment and performance Agent on behalf of the Obligations (as defined in the New Security Agreement)Buyers, the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightfollowing assets of such Debtor, title and interest innow owned, to and under the following property, whether now existing or owned hereafter created or acquired, developed or arising during the term of this Agreement acquired (collectively, the “Intellectual Property Collateral”): (ia) All accounts (whether tangible or electronic), contract rights, chattel paper (whether tangible or electronic), instruments, deposit accounts (including any cryptocurrency wallet addresses maintained by or on behalf of the Company), letter of credit rights, payment intangibles (whether tangible or electronic) and general intangibles, including all patents amounts owing to such Debtor from a factor and patent applicationschoses in action; and all returned or repossessed goods which, domestic on sale or foreignlease, resulted in an account or chattel paper. (b) All inventory, including all materials, work in process and finished goods. (c) All goods, including, without limitation, all licenses relating to machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, vessels, appliances, furniture, special and general tools, fixtures, test and quality control devices, all Titled Collateral (as defined below), and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all income other items used and royalties useful in connection with such Debtor’s businesses and all improvements thereto. (d) All instruments, notes, chattel paper, documents (including, if applicable, electronic documents), certificates of deposit, securities and investment property of every type, including, all Equity Interests in any and all Persons owned or hereafter acquired by such Debtor. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing. (e) Subject to the Foreign Collateral Exclusion, all Equity Interests, regardless of class or designation, owned or hereafter acquired by such Debtor in any and all Persons including without limitation each of the issuing entities described in Schedule I hereto, and any warrants, options, purchase rights, conversion or exchange rights, voting, managerial and control rights, calls or claims of any character with respect to any licenses such Equity Interests (collectively, including the Additional Pledged Interests (as defined below), the “Pledged Interests”), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including (i) the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of Agent or any of its nominees, (ii) any certificates representing the Pledged Interests (including the Additional Pledged Interests), (iii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests), (iv) the right to require that same be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Debtor, (v) all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and (vi) all economic rights, dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Debtor (the Pledged Interests and any other collateral pledged pursuant to this Section 1(e) are referred to herein, collectively, as the “Pledged Collateral”). (f) All general intangibles, including, but not limited to: (i) all patents, and all unpatented or unpatentable inventions, (ii) all trademarks, service marks, and trade names, (iii) all copyrights and literary rights, (iv) all computer software programs, (v) all mask works of semiconductor chip products, and (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles, all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles. (g) All controllable accounts, controllable electronic records, controllable payment intangibles, Electronic Chattel Paper, Electronic Documents, Electronic Money and Transferable Records. (h) All negotiable and nonnegotiable documents of title covering any Collateral. (i) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral. (j) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties, indemnities and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral. (k) All books and records pertaining to any Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”). (l) All money and cash equivalents of such Debtor to the extent constituting proceeds of each Purchase Price (as defined in the Securities Purchase Agreement) paid to such Debtor pursuant to the Transaction Documents that has not yet been used by such Debtor to acquire Crypto Collateral, together with each deposit account and/or security account in which such money and cash equivalents is held. (m) All contracts, other agreements or undertakings between a Debtor and one or more additional parties. (n) All proceeds and products of each of the foregoing (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto Staking Consideration) and all reissuesaccessions to, divisions, continuations, renewals, extensions substitutions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain namesreplacements for, and applications for registration rents, profits and products of, each of the foregoing, and any and all proceeds of any insurances, indemnity, warranty or guaranty payable to such trademarks, service marks and trade names, URLs and domain names, all licenses relating Debtor from time to time with respect to any of the foregoing foregoing. Subject to the foregoing, if any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and all income the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control. Notwithstanding anything to the contrary in this Agreement, (A) the Additional Note Obligations shall solely be secured by the Additional Note Collateral, (B) the pledge by any Debtor of the Equity Interests in any Excluded Subsidiary that is a Direct Foreign Subsidiary of such Debtor shall be limited to a pledge by such Debtor of 65% of the voting securities and royalties related interests and rights owned by such Debtor in such Excluded Subsidiary that is a Direct Foreign Subsidiary so long as a pledge in excess of such percentage would result in a material adverse tax consequence, (C) Excluded Subsidiaries shall not pledge their assets hereunder (including Equity Interests in any Foreign Subsidiaries owned by such Excluded Subsidiaries) (the exclusion in clauses (B) and (C) of this paragraph are referred to herein as the “Foreign Collateral Exclusion”) and (D) the Collateral shall not include, and the security interest created under this Section 1 shall not attach to Excluded Deposit Accounts; provided, (x) the Foreign Collateral Exclusion shall only apply to Excluded Subsidiaries and, with respect to any licenses (includingparticular Excluded Subsidiary, without limitationonly for so long as such Excluded Subsidiary remains an Excluded Subsidiary. Accordingly, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and event an existing Excluded Subsidiary ceases to be an Excluded Subsidiary for any reason (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant including without limitation by operation of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under change in applicable law), without the consent 100% of the licensor or lessor thereof or other Equity Interests owned by the Debtors in such former Excluded Subsidiary shall be pledged hereunder by the applicable party thereto Debtor(s) (such pledge being automatically deemed effective upon and simultaneously with such former Excluded Subsidiary’s ceasing to be an Excluded Subsidiary) and such former Excluded Subsidiary shall be required to join this Agreement as a Debtor in order to pledge all of its assets as Collateral, as provided further herein, and (iiy) that if and when any property shall cease to be an Excluded Deposit Account, a Lien on and security interest in such consent has not been obtainedproperty shall be deemed granted therein and the provisions of this Agreement shall apply to such property, including the Proceeds thereof.

Security Interest. (a) As security for the payment and performance of the Secured Obligations (as defined described in the New Security Agreement)Section 2 hereof, the Company Debtor hereby grants to each the Secured Party a first priority security interest in and mortgage to lien on all of the Companyproperty described below (hereinafter referred to collectively as the “Collateral”): a. All equipment, including machinery, motor vehicles, office equipment, furniture, fixtures, along with all other parts, tools, trade-ins, repairs, accessories, accessions, modifications and replacements, whether now owned or subsequently acquired, constructed or attached or added to or placed in, the foregoing (collectively, the “Equipment”); b. All inventory, wherever located, including goods, merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, work in process or materials used or consumed in the Debtor’s business, or consigned to others or held by others for return to the Debtor, whether now owned or subsequently acquired or manufactured and wherever located (collectively, the “Inventory”); c. All accounts receivable, including, without limitation, accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles and any other obligations of any kind, whether now existing or hereafter arising out of or in connection, with the sale or lease of goods or the rendering of services and all rights now or hereafter existing in and to all security agreements, notes, leases, licenses, franchises, supply agreements and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles or obligations (any and all such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles and obligations being the “Receivables” and any and all such security agreements, notes, leases, licenses, franchises, supply agreements and other contracts being the “Related Contracts”); d. All general intangibles, including, but not limited to, corporate names, trade names, trademarks, trade secrets, books and records, customer lists, blue prints and plans, computer programs, tapes and related electronic data, processing software and all corporate ledgers; e. Any and all additions, accessions, substitutions or replacements to or for any of the foregoing; f. Any and all products and proceeds of any or all of the foregoing, including, without limitation, cash, cash equivalents, tax refunds and the proceeds of insurance policies providing coverage against the loss or destruction of or damage to any of the Collateral, or any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the Collateral (whether or not the Secured Party is the loss payee thereof); g. All of the Debtor’s after-acquired property of the kinds and types described in paragraphs (a) - (f) herein; h. All records and data relating to any of the property described above, whether in the form of a writing, photograph, microfilm, microfiche or electronic media, together with all of the Debtor’s right, title and interest inin and to all computer software required to utilize, to create, maintain and under the following property, whether now existing process any of such records or owned data or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): electronic media; and also in (i) all patents checks, money, securities, bank accounts, deposit accounts and patent applications, domestic other accounts in the possession of or foreign, all licenses relating to any held by the Secured Party whether in the name of the foregoing Debtor or in the name of the Secured Party, and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating other property given by the Debtor to any of the foregoing and all income and royalties with respect Secured Party pursuant to any licenses (including, without limitation, such marks, names and applications as this agreement. The property described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedabove are held in the possession of the Secured Party by agreement of Debtor and Secured Party. All of the said Collateral (which throughout this Agreement includes after-acquired Collateral) is to secure the payment and performance of all of the Secured Obligations.

Security Interest. (a) 3.1 As security for the prompt, complete and indefeasible payment and performance when due (whether on the payment dates or otherwise) of all the Obligations (as defined in the New Security Agreement)Secured Obligations, the Company hereby each Obligor grants to each Secured Party the Lender, for its benefit, a security interest in and mortgage to all of the Companysuch ▇▇▇▇▇▇▇’s right, title title, and interest in, in and to and under the following property, personal property whether now existing or owned or acquiredhereafter acquired or in which such Obligor now has or at any time in the future may acquire any right, developed title or arising during the term of this Agreement interest and wherever located and all proceeds and products thereof (collectively, the “Intellectual Property Collateral”): ): all goods, Accounts (i) all patents and patent applicationsincluding health-care receivables), domestic Equipment, Inventory, contract rights or foreignrights to payment of money, all licenses relating to leases, license agreements, franchise agreements, General Intangibles (except as provided below), Collateral IP, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the foregoing letter of credit is evidenced by a writing), securities, securities accounts, securities entitlements and all income other investment property, supporting obligations, and royalties with respect to any licenses (includingfinancial assets, without limitationwhether now owned or hereafter acquired, such patents wherever located; and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain namesObligor’s Books relating to the foregoing, and applications for registration of such trademarksany and all claims, service marks rights and trade names, URLs and domain names, all licenses relating to interests in any of the foregoing above and all income substitutions for, additions, attachments, accessories, accessions and royalties with respect improvements to any licenses (includingand replacements, without limitationproducts, such marks, names proceeds and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and insurance proceeds of any and or all of the foregoing. (b) This Agreement shall create a continuing 3.2 Notwithstanding the broad grant of the security interest set forth in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 13.1, above, the Collateral shall not include (i) any Excluded Intellectual Property, (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) any joint venture agreement, or limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement, and (iv) all equity interests held by the Borrower in Amyris RealSweet, LLC. 3.3 Parent shall, as provided herein security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Lender, a security interest in all of such Subsidiary Guarantor’s assets pursuant to such Security Documents as the Lender may require. 3.4 Each Obligor hereby authorizes Lender to file financing statements, without notice to Obligor, with all jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. 3.5 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above and under the Security Documents, until the conditions in Section 2.1 are satisfied the maximum amount secured by the Loan Documents shall not extend to, and exceed the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedaggregate Advances.

Security Interest. (a) As Grantor hereby grants and assigns to Bank a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightObligations, title and interest in, to and under in all of the following property, whether described personal property in which Grantor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the land described in Exhibit “A-1” attached hereto or Exhibit “A” attached to the Security Deed or (ii) any existing or future improvements on the real property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all patents rents and patent applicationssecurity deposits derived from the Subject Property; all inventory, domestic accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, general intangibles, payment intangibles, software, chattel paper (whether electronic or foreigntangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing, operation, sale or disposition of the Subject Property or any business now or hereafter conducted thereon by Grantor; all licenses development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Bank relating to the Subject Property, whether or not disbursed; all funds deposited with Bank pursuant to any loan agreement relating to the Subject Property; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than the Servicing Rights, which are pledged, and not sold, to Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the payment performance by Seller of its Obligations and performance of the Obligations (as defined in the New Security Agreement)hereby grants, the Company hereby grants assigns and pledges to each Secured Party Buyer a fully perfected first priority security interest in and mortgage to all of the CompanySeller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or owned or acquiredhereafter created and wherever located, developed or arising during the term of this Agreement (collectively, is hereinafter referred to as the “Intellectual Property CollateralPrimary Repurchase Assets”):: (i) all patents Assets identified on an Asset Schedule or Schedule 2 herein; (ii) all Servicing Rights arising under or related to any Servicing Contract and patent applicationsrelated Servicing Rights Asset; (iii) all Receivables arising under or related to any Servicing Contract; (iv) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, domestic Securitization Transaction or foreignParticipation Agreement identified on Schedule 2 hereof; (v) the Dedicated Accounts and the ▇▇▇▇▇▇ Mae Account; (vi) all rights under the Underlying Spread Documents; (vii) all rights under each Participation Agreement (other than rights with respect to Mortgage Loans that are not related to Agency Servicing Rights included within any Participation Agreement); (viii) all records, all licenses relating to instruments or other documentation evidencing any of the foregoing foregoing; (ix) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all income and royalties with respect to any licenses of the foregoing (including, without limitation, such patents all of Seller’s rights, title and patent applications as described interest in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto under the Participation Agreements and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCCServicing Contracts); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary as of the date hereof a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Trustor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all patents the real property described on Exhibit A attached hereto and patent applications, domestic or foreign, all licenses relating incorporated by reference herein (to any the extent the same are not effectively made a part of the foregoing and real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all income and royalties with respect rents (to any licenses the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, such patents all acquisition agreements with respect to the Property); all of Trustor’s rights under any Swap Agreement; all Contracts referenced in Section 5.17 below (including property management and patent applications as described in Schedule A heretoleasing agreements), all architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs trademarks and domain namesservice marks arising from or related to the ownership, management, leasing or operation of the Property or any business now or hereafter conducted thereon by Trustor; all development rights and credits, and applications for registration any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoir and reservoir rights appurtenant to or associated with the Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidence of such trademarksrights; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Property; all advance payments of insurance premiums made by Trustor with respect to the Property; all plans, service marks drawings and trade namesspecifications relating to the Property; all loan funds held by Beneficiary, URLs whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and domain namespayments of any kind related to the Property or any portion thereof; all of Trustor’s right, title and interest, now or hereafter acquired, to the payment of money from Beneficiary to Trustor under any Swap Agreement, together with all licenses replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateralfixture” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, it is intended by Trustor and Beneficiary that this Deed of Trust constitutes a fixture filing filed with the real estate records of King County, Washington, under the Uniform Commercial Code, as amended or recodified from time to time, from the state wherein the Property is located (“UCC”). For purposes of this fixture filing, without the consent “Debtor” is the Trustor and the “Secured Party” is the Beneficiary. A description of the licensor or lessor thereof or other applicable party thereto and (ii) land which relates to the fixtures is set forth in Exhibit A attached hereto. Trustor is the record owner of such consent has not been obtainedland.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement)1.1. For value received, the Company Debtor hereby grants to each the Secured Party Party, by way of a mortgage, charge, assignment and transfer, a security interest in and mortgage to all of the CompanyDebtor’s presently owned and hereafter acquired right, title and interest inin and to all Goods (including all accessories, attachments, additions and Accessions thereto, but provided however that, to the extent that the Secured Party is prohibited from taking possession of or obtaining a security interest in any such Goods pursuant to applicable federal and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses provincial law governing cannabis (including, without limitation, such patents and patent applications as described in Schedule A heretothe Debtor’s cannabis inventory), such Goods shall be excluded, solely to the extent of the said prohibition), Chattel Paper, Documents of Title (whether negotiable or not), Instruments, Intangibles, Money and Investment Property, and all rights to s▇▇ for pastProceeds thereof and therefrom, present or future infringement renewals thereof, all rights arising therefrom and pertaining Accessions thereto and all reissuessubstitutions therefore including, divisionswithout limitation: 1.1.1 Equipment (other than Inventory) of whatsoever nature and kind and wheresoever situate, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, all machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature and kind; 1.1.2 book accounts and book debts and generally all Accounts, debts, dues, claims, choses in action and demands of every nature and kind howsoever arising or secured including letters of credit, letters of guarantee and advices of credit, which are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by the Debtor (all of which are herein collectively called the “Book Debts”); 1.1.3 deeds, documents, writings, papers, books of account and other books relating to or being records of Book Debts, Chattel Paper or Documents of Title or by which such marksare or may hereafter be secured, names evidenced, acknowledged or made payable; 1.1.4 contractual rights and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto insurance claims and all reissuesgoodwill, extensions patents, trademarks, copyrights and renewals thereofother intellectual and industrial property, warranties, guarantees, indemnities; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of other personal property in which the foregoingDebtor has rights. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of 1.2. In this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.Security Agreement:

Security Interest. 1.1 Debtor hereby grants to Secured Party a continuing security interest in all copyrights and copyright licenses, and all applications therefor, now or hereafter owned by Debtor, whether registered or unregistered, including, but not limited to, those registered copyrights of Debtor listed on Schedule A attached hereto and made a part hereof (a) As collectively, the "COPYRIGHTS"), together with all licenses related thereto, all reissues, continuations or extensions of the foregoing (collectively, the "COLLATERAL"), as security for the payment and performance of the Obligations (as defined in the New General Security Agreement). 1.2 Debtor hereby requests that the U.S. Copyright Office record this Agreement. 1.3 For the purpose of enabling Secured Party, during the Company continuance of an Event of Default, to exercise rights and remedies under Article IX of the General Security Agreement at such time as Secured Party shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, Debtor hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest inParty, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any trademarks, service marks, trade names, trade styles, logos, goodwill, copyrights, trade secrets, franchises, licenses and under the following property, whether patents or other Collateral now existing or owned or acquired, developed or arising during the term of this Agreement hereafter acquired by Debtor (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications"LICENSED COLLATERAL"), domestic or foreignwherever the same may be located, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described the following rights: (a) the rights in Schedule A hereto)said Licensed Collateral acquired by the common law of the United States or any state thereof or under the law of any foreign nation, all rights to s▇▇ for pastorganization, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part subdivision thereof; (iib) all the rights acquired under the statute of any foreign country, or the United States, or any state (including common law)or subdivision thereof, federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration whether by registrations of such trademarks, service marks Licensed Collateral or otherwise; (c) the rights acquired in each and trade names, URLs every form of said Licensed Collateral as used by Debtor notwithstanding that less than all of such forms would be registered and domain names, not withstanding the form of said Licensed Collateral; (d) the right to use or license any party to the use of all licenses relating to or any of said Licensed Collateral in connection with the foregoing sale of goods and/or the rendering of services in the conduct of services advertising, promotion and all income the like anywhere in the world; (e) the right to use said Licensed Collateral either in connection with or entirely independent from the other collateral securing the Obligations; (f) the right to assign, transfer and royalties with respect convey a partial interest or the entire interest in any one or more parts of said Licensed Collateral; (g) the right to seek registration, foreign or domestic, of any licenses of such Licensed Collateral which was not registered as of the date hereof or registered subsequently; (including, without limitation, h) the right to prosecute pending applications (if applicable) for foreign or domestic registration (federal or state) of any of such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofLicensed Collateral; and (iiii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by right to access to all media in which any of the aforementioned properties Licensed Collateral may be recorded or stored and assets; (iv) to all general intangibles (as defined in computer programs used for the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 compilation or printout hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Mortgagor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all patents the real property described on Exhibit A attached hereto and patent applications, domestic or foreign, all licenses relating incorporated by reference herein (to any the extent the same are not effectively made a part of the foregoing real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all income and royalties with respect rents (to any licenses the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, such patents all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any interest rate swap agreement, or other interest rate hedge agreement of any type executed by and patent applications as described between Mortgagor and Mortgagee; all Contracts referenced in Schedule A heretoSection 5.18 below (including property management and leasing agreements), all architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs trademarks and domain namesservice marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by ▇▇▇▇▇▇▇▇▇; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and applications for registration additions and accessions to, any of such trademarksthe foregoing; together with all books, service marks records and trade names, URLs and domain names, all licenses files to the extent relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateralfixture” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, this Mortgage constitutes a fixture filing under the Michigan Uniform Commercial Code, as amended or recodified from time to time (“UCC”), without and is acknowledged and agreed to be a “construction mortgage” under the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedUCC.

Security Interest. The Borrowers, for valuable consideration, receipt whereof is hereby acknowledged, hereby grant to the Bank, the secured party hereunder, a continuing security interest in and to, and assign to the Bank, all assets of the Borrowers, wherever located and whether now owned or hereafter acquired, including, without limitation, the following: (a) As security all inventory, including all goods, merchandise, raw materials and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrowers’ business (all hereinafter called the payment and performance of the Obligations “Inventory”); (b) all accounts (as defined in Article 9 of the New Security AgreementUniform Commercial Code, hereinafter “Accounts”), contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including without limitation registered and unregistered trade names, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to any Accounts and all tax refunds of every kind and nature to which the Company hereby grants Borrowers are now or hereafter may become entitled to, no matter how arising), instruments, documents, chattel paper (whether tangible or electronic) deposit accounts, letter of credit rights (whether or not the letter of credit is evidenced by a writing), securities, security entitlements, security accounts, investment property, supporting obligations, choses in action, commercial tort claims, and all other debts, obligations and liabilities in whatever form, owing to each Secured Party a security interest in the Borrowers from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to the Borrowers, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and mortgage to securities therefor, all of the Company’s right, title and interest inof the Borrowers in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and under all rights of an unpaid seller of merchandise or services (all hereinafter called the following property“Receivables”); (c) all machinery, equipment, fixtures and other goods (as defined in Article 9 of the Uniform Commercial Code) whether now existing or owned or acquiredhereafter acquired by the Borrowers and wherever located, developed all replacements and substitutions therefor or arising during the term of this Agreement accessions thereto and all proceeds thereof (collectively, all hereinafter called the “Intellectual Property CollateralEquipment”):); and (id) all patents proceeds and patent applications, domestic or foreign, products of all licenses relating to any of the foregoing and all income and royalties with respect to in any licenses (form, including, without limitation, such patents and patent applications as described in Schedule A hereto)all proceeds of credit, all rights to s▇▇ for past, present fire or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain namesother insurance, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (also including, without limitation, such marks, names rents and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented profits resulting from the temporary use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties foregoing (which, with Inventory, Receivables and assets; (iv) Equipment are all general intangibles (as defined hereinafter called “Collateral”). Notwithstanding anything herein to the contrary, in no event shall the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of Borrowers be deemed to have granted a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not includein, any general intangibles of the Company (whether owned its rights or held as licensee interests in or lesseeunder, any license, contract, permit, instrument, security, or otherwise), franchise to which it is a party or any of its rights or interests thereunder to the extent extent, but only to the extent, that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or grant would, under the terms of the such license, lease contract, permit, instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, instrument, security or franchise (other agreement applicable thereto (but solely than to the extent that any such restriction term would be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse, or termination of any such provision, the property shall include, and the Borrowers shall be enforceable under applicable law)deemed to have granted a security interest in, without all such rights and interests as if such provision had never been in effect. Notwithstanding the consent foregoing, the Borrowers hereby represent and warrant to the Bank that Borrowers are not aware of any material license, contract, permit, instrument, security or franchise to which it is a party or to which it has any rights or interests thereunder that would prohibit the licensor granting of a security interest, except for those set forth on Schedule 1; provided, however, that the Borrowers shall, if at any time before the expiration or lessor thereof termination of this Agreement it shall become aware of any such material license, contract, permit, instrument, security or other applicable franchise to which it is a party thereto or to which it has any rights or interests thereunder that would prohibit the granting of a security interest, update Schedule 1 and (ii) such consent has not been obtainedprovide the same to the Bank.

Security Interest. (a) As security for the payment and performance of the all Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents the Company's Obligations hereunder and patent applications as described in Schedule A heretounder the Guaranty Agreement (BioSepra) and the Guaranty Agreement (Versicor), the Bank shall have and the Company hereby grants to the Bank a continuing security interest in all rights to s▇▇ for pastproperty of the Company of every kind and description, present tangible or future infringement thereofintangible, all rights arising therefrom and pertaining thereto and all reissueswhether now or hereafter existing, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain nameswhether now owned or hereafter acquired, and applications for registration of such trademarkswherever located, service marks including but not limited to the following (and trade names, URLs and domain names, together with all licenses relating property in which the Bank may have a security interest pursuant to any other security agreements, pledge agreements, mortgages and other instruments creating a security interest in favor of the foregoing Bank and securing the Obligations, collectively, the "COLLATERAL"): all income furniture, and royalties with respect similar property of the Company; all Accounts of the Company; all contract rights of the Company; all other rights of the Company, including, without limitation, amounts due from affiliates, tax refunds, and insurance proceeds; all investment property (as defined in the Massachusetts Uniform Commercial Code); all interest of the Company in goods or services as to any licenses which an Account Receivable shall have arisen; all files, records (including, without limitation, such markscomputer programs, names tapes and applications related electronic data processing software) and writings of the Company or in which it has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by the Company or in which it has an interest which are now or may hereafter be in the possession of the Bank or as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) which the entire goodwill of or associated with the businesses Bank may now or hereafter conducted control possession by the Company connected with and symbolized by any documents of the aforementioned properties and assets; (iv) title or otherwise; all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned including, without limitation, all patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks, and copyrights of any Person and all trade secrets, know how and other intellectual property rights (collectively "INTELLECTUAL PROPERTY"); and any rights of the 39 45 Company to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 7.1); any other property of the Company, real or held as licensee personal, tangible or lesseeintangible, in which the Bank now has or otherwise), hereafter acquires a security interest or which is now or may hereafter be in the possession of the Bank; any sums at any time credited by or due from the Bank to the extent that (i) Company, including deposits; and proceeds and products of all of the foregoing; PROVIDED THAT the Bank shall not be deemed to have a security interest in any technology license entered into by the Company and any third party other than an Affiliate or Subsidiary of the Company prior to December 28, 1994 if the granting of such security interest by the Company would be a violation of such technology license. The provisions of this Section 7.1 applicable to general intangibles consisting of Intellectual Property are supplemented by the provisions of the Intellectual Property Security Agreement and any conflict between the provisions of this Agreement as applicable to such general intangibles are not assignable or capable of being encumbered as a matter of law or under and the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction Intellectual Property Security Agreement shall be enforceable under applicable law), without the consent resolved in favor of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedIntellectual Property Security Agreement.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement), the Company Debtor hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now owned or existing or owned hereafter arising or acquired, developed acquired and wherever arising or arising during the term of this Agreement located (collectively, such property being hereinafter sometimes called the “Intellectual Property Collateral”): (ia) all patents of its accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, promissory notes, deposit accounts, funds on deposit with Secured Party, investment property, investment securities, financial assets, letter of credit rights, electronic chattel paper, software, supporting obligations, payment intangibles, commercial tort claims and patent applicationsall other personal property, domestic whether now owned or foreignhereafter acquired, including without limitation, all licenses lease receivables and note receivables, all cash, notes, drafts and acceptances arising therefrom, all returned and repossessed goods arising from or relating to any such accounts, or other proceeds of the foregoing any sale, lease or other disposition of inventory, and all income proceeds (including insurance proceeds) and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part products thereof; (iib) all state (of its inventory, whether now owned or hereafter acquired, including common law)without limitation all raw materials, federal goods in process, finished goods and foreign trademarks, other tangible personal property held for sale or lease or furnished or to be furnished under contracts for service marks and or used or consumed in Debtor’s trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing or business and all income additions, accessions, substitutions, attachments and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining replacements thereto and all reissues, extensions contracts with respect thereto and renewals all documents of title evidencing or representing any part thereof and all products and proceeds (including insurance proceeds) thereof; and (iiic) the entire goodwill all of or associated with the businesses its machinery, equipment, furniture, fixtures and personalty (including, but not limited to, all tradenames, trademarks, patents and other licenses) of every nature and description, whether now owned or hereafter conducted by the Company connected with acquired, and symbolized by any of the aforementioned properties all appurtenances, accessions and assets; (iv) additions thereto and substitutions and replacements therefor, wheresoever located, including all general intangibles (as defined tools, parts and accessories used in the UCC); and (v) connection therewith, and all products and proceeds of any and all of the foregoing. thereof (b) This Agreement shall create a continuing security interest including insurance proceeds). All terms used herein that are defined in the Intellectual Property Collateral which Uniform Commercial Code as adopted in the State of Texas shall remain have the meanings specified in the Uniform Commercial Code as adopted by the State of Texas as in effect until terminated in accordance with Section 16 hereoffrom time to time (the “UCC”). (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for the payment and performance or other satisfaction of all Obligations, Borrower hereby grants to Secured Party a continuing security interest in all of the Obligations personal property of Borrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located, including, without limitation, the following: (a) all Accounts and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory; (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Investment Property; (f) all Deposit Accounts, bank accounts and all deposits and cash; (g) all Letter of Credit Rights; (h) all Commercial Tort Claims set forth on Exhibit A hereto, as such Exhibit A may be amended from time to time; (i) any other property of Borrower now or hereafter in the possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of Secured Party or any participant with Secured Party in the Loans (as defined in the New Security Credit Agreement), for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the Company hereby grants to each Secured Party a security interest in foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and mortgage to all of the CompanyBorrower’s right, title books and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses records relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications Borrower’s business. Except as described in Schedule A hereto)defined herein, all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of terms used above shall have the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined meanings provided in the UCC); and (v) all products and proceeds of any and all of the foregoingNew York Uniform Commercial Code. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for the payment and performance Each of the Obligations following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter collectively referred to as the Purchased Items (the “Purchased Items”): (A) all Purchased Assets; (B) all Income and Cash Collateral, if any; (C) all Mortgage Loan Documents; (D) all Mortgage Asset Files, including, without limitation, all promissory notes, certificates, instruments, Security Agreements, chattel mortgages and all other loan, security or other documents relating to such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and other books and records relating thereto; (E) all collateral, security interests, rights and other interests under or with respect to each Purchased Item; (F) all Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims and payments thereunder; (H) all servicing fees to which the Seller is entitled and servicing and other rights relating to the Purchased Items; (I) all Servicing Agreements, Servicing Records and Servicing Files with respect to the Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (J) all Servicer Accounts established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise with respect to the Purchased Items and all amounts on deposit therein from time to time related to the Purchased Items; (K) all Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (L) all other agreements, instruments or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (M) insurance policies, certificates of insurance, insurance proceeds and the rights to enforce payment of insurance proceeds, in each case to the extent they relate to the Purchased Items; (N) the Collection Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Collection Account; (O) any collection account, escrow account, collateral account or lock–box account related to the Purchased Items to the extent of any Seller’s or the holder’s interest therein, including all moneys, cash, deposits, securities or investment property from time to time on deposit therein; (P) rights of the Seller under any letter of credit, guarantee or other credit support or enhancement related to the Purchased Items; (Q) any Interest Rate Protection Agreements relating to the Purchased Assets, including all payments due to the Seller, any of the Guarantors or any other Repurchase Party thereunder; ® all purchase or take–out commitments relating to or constituting any of the foregoing; (S) all collateral, however defined, under any of the agreements between a Borrower or an Affiliate on the one hand and the Seller or any of the Guarantors on the other hand relating to the Purchased Items; (T) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “securities accounts”, “instruments”, “securities”, “financial assets” and “investment property” as defined in the New Security AgreementUniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing; and (U) any and all replacements, substitutions, conversions, distributions on or proceeds of, from or on any and all of the foregoing; provided, however, none of the foregoing Purchased Items shall include any obligations; provided, further, however, notwithstanding the foregoing grant of a security interest, (i) no account, instrument, chattel paper or other obligation or Property of any kind due from, owed by, or belonging to, a Person described in the definition of Prohibited Person or (ii) any lease in which the lessee is a Person described in the definition of Prohibited Person, shall be collateral under the Repurchase Documents. (b) The Purchaser and the Seller intend that the Transactions hereunder be sales to the Purchaser of the Purchased Assets and not loans from the Purchaser to the Seller secured by the Purchased Assets. However, in order to preserve the Purchaser’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for (A) the repayment of the Aggregate Unpaids and performance by the Seller of all of the Seller’s obligations to the Purchaser hereunder, under the Repurchase Documents and the Transactions entered into hereunder (collectively, the “Repurchase Obligations”), (B) the Company Seller-Related Obligations and (C) all expenses and charges, legal or otherwise, incurred in collecting or enforcing, realizing on or protecting any security for, the Repurchase Obligations and/or the Seller Related Obligations (the amounts described in the foregoing clauses A–C are collectively referred to as the “Obligations”), (a) the Seller hereby assigns, pledges and grants to each Secured Party a security interest in and mortgage to all of the Company’s its right, title and interest in, to and under the following propertyPurchased Items to the Purchaser to secure the Obligations, whether now existing (b) it is the express intent of the parties that conveyance of the Purchased Items be deemed a pledge of the Purchased Items by the Seller to the Purchaser to secure a debt or owned or acquiredother obligation of the Seller, developed or arising during the term of this Agreement and (collectively, the “Intellectual Property Collateral”): c) (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC of the applicable jurisdiction; (ii) the conveyance provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all patents of the Seller’s right, title and patent applications, domestic interest in and to the Purchased Items; (iii) the assignment by the Purchaser of the interest of the Purchaser as contemplated in Section 8.2 shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (its agents, including, without limitation, the Custodian, of the Mortgage Loan Documents, the Purchased Items and such patents other items of Property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting the security interest pursuant to the UCC; and patent applications (v) notifications to Persons (other than the Purchaser) holding such Property, and acknowledgments, receipts or confirmations from Persons (other than the Purchaser) holding such Property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as described in Schedule A hereto)applicable) of the secured party for the purpose of perfecting such security interest under the UCC and Applicable Law. The assignment, all rights pledge and grant of security interest contained herein shall be, and the Seller hereby represents and warrants to sthe Purchaser that it is, a first priority perfected security interest. The Seller agrees to ▇▇▇▇ for pastits computer records and tapes to evidence the interests granted to the Purchaser hereunder. All Purchased Items shall secure the payment of all Obligations now or hereafter existing, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, the Seller’s obligation to repurchase Purchased Assets, or if such marksobligation is so recharacterized as a loan, names to repay such loan for the Repurchase Price and applications as described in Schedule B hereto), whether registered or unregistered to pay the Aggregate Unpaids and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all other Obligations. For the avoidance of doubt and not by way of limitation of the foregoing. , (bA) This Agreement each Purchased Asset, including all Income related thereto, secures the obligations of the Seller with respect to all other Transactions and the obligations with respect to all other Purchased Assets, including those Purchased Assets that are junior in priority to the Purchased Asset in question, and (B) if there is an Event of Default, no Purchased Item will be released from the Purchaser’s Lien or transferred to the Seller until the Obligations are indefeasibly paid in full. Notwithstanding the foregoing, the Obligations shall create a continuing security interest in be full recourse to the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereofSeller and the Guarantors. (c) Notwithstanding the foregoing provisions of The assignment under this Section 1, 8.1 does not constitute and is not intended to result in a creation or an assumption by the grant Purchaser of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles obligation of the Company Seller or any other Person in connection with any or all of the Purchased Items or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (whether owned or held as licensee or lessee, or otherwise), i) the Seller shall remain liable under the Purchased Items to the extent that (i) such general intangibles are not assignable or capable set forth therein to perform all of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely its duties and obligations thereunder to the same extent that any such restriction shall be enforceable under applicable law)as if this Agreement and the other Repurchase Documents had not been executed, without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has the exercise by the Purchaser of any of its rights, under or to in the Purchased Items shall not been obtainedrelease the Seller from any of its duties or obligations under the Purchased Items, and (iii) the Purchaser shall not have any obligations or liability under the Purchased Items by reason of this Agreement, the Repurchase Documents or otherwise, nor shall the Purchaser be obligated to perform any of the obligations or duties of the Seller thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in obligations and indebtedness represented by the New Security Agreement)Promissory Note, the Company Debtor hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following propertycollateral, whether now existing or owned or acquiredhereafter acquired by Debtor (the "Collateral"): All assets of Debtor, developed or arising during the term of this Agreement (collectivelyand all additions and accessions thereto, the “Intellectual Property Collateral”): substitutions and replacements therefor, and all proceeds thereof, EXCLUDING, HOWEVER, any inventory, furniture, fixtures and/or equipment which (i) all patents and patent applications, domestic or foreign, all licenses relating to any are used in the commercialization of the foregoing and all income and royalties with respect to any licenses Oncolym(R) (including, without limitation, the manufacture, scale-up, radiolabeling, testing, packaging or commercial production of such patents product) and patent applications as described are not located on the premises of Debtor in Schedule A hereto)the City of Tustin, all rights to s▇▇ for past, present California; or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating serve as security to any bank, financial institution or other institutional creditor or lender to whom Debtor is or may become indebted with respect to the repayment of the foregoing and all income and royalties borrowed money or with respect to any licenses equipment lease financing agreement or arrangement, and all additions and accessions thereto, substitutions and replacements therefor and all proceeds thereof, and FURTHER EXCLUDING any and all intangible property and intellectual property of Debtor and any and all rights with respect thereto, and all additions and accessions thereto, substitutions and replacements therefor, and all proceeds thereof (including, without limitation, such any patents and patent applications and any extensions thereof, supplements thereto and improvements thereon, any trade marks, trade names and applications as described in Schedule B hereto), whether registered or unregistered therefor and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use extensions thereof, all rights arising therefrom any copyrights or copyright applications and pertaining thereto extensions thereof, and all reissuesany trade secrets, extensions know-how, formulae, processes, methods, methodologies, designs and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all other intellectual property and any and all rights with respect thereto of any kind or nature whatsoever and any goodwill associated therewith). Debtor and Secured Party agree that the foregoing. (b) This Agreement shall create a continuing security interest in created hereby has attached to the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent permitted by law, and that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms it will attach to additional portions of the licenseCollateral hereinafter acquired by Debtor, lease or other agreement applicable thereto (but solely to as the extent requirements for attachment are otherwise met. The parties hereto agree that any such restriction shall be enforceable under applicable law), without the consent all of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedCollateral is tangible personal property of Debtor.

Security Interest. For the purpose of securing Purchaser (areferred to in this Section as “Secured Party”) As security for in the payment and performance of the Obligations (hereinafter defined), Seller (referred to in this Section as defined “Debtor”) hereby grants a lien and security interest to Purchaser in the New Security Agreement)following assets, the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement hereafter acquired by Seller (collectively, the “Intellectual Property Collateral”): (ia) all patents All present and patent applicationsfuture accounts, domestic or foreigncontract rights, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (includinggeneral intangibles, without limitationinvestment property, such patents and patent applications as described in Schedule A hereto)chattel paper, all rights to s▇▇ for pastdocuments, present or future infringement thereofinstruments, all rights arising therefrom and pertaining thereto and all reissuesinventory, divisionsequipment, continuationsfarm products, renewalsfixtures, extensions and continuations-in-part thereof; (ii) all state (including common law)other goods, federal and foreign trademarksminerals, service marks and trade namesmoney, URLs and domain namespayment intangibles, commercial tort claims, and applications for registration of such trademarksdeposit accounts, service marks and trade nameswherever located, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now owned or hereafter conducted acquired by the Company connected with Debtor, and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all present and future tax refunds of the foregoingany kind whatsoever to which Debtor is now or shall hereafter become entitled. (b) This Agreement shall create a continuing security interest All present and future increases, profits, combinations, reclassifications, improvements, and products of, accessions, attachments, and other additions to, tools, parts, and equipment used in connection with, and substitutes and replacements for, all or part of the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereofproperty heretofore described. (c) All present and future accounts, general intangibles (including trademarks, patents and copyrights), chattel paper, documents, instruments, cash and noncash proceeds, and other rights arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to all or any part of the property heretofore or hereafter described. (d) All present and future security for the payment to Debtor of any of the property heretofore described and goods which gave or will give rise to any of such property or are evidenced, identified, or represented therein or thereby. (e) Any and all contracts, subcontracts, and agreements, written or oral, between Debtor and any other party, and between parties other than Debtor, in any way relating to the supplying of labor, supplies or other services therefor. (f) All of the right, title, and interest of Debtor in, to, and under any and all (i) contracts, licenses, and permits, whether such contracts, licenses, and permits are now or at anytime hereafter existing; and, (ii) all amendments and supplements to and renewals and extensions of such contracts at any time made, and together with all rebates, refunds or deposits, and all other sums due or to become due under and pursuant thereto and together with all powers, privileges, options, and other benefits of Debtor under such contracts. (g) All of the right, title, and interest of ▇▇▇▇▇▇ in and to all building and construction materials, machinery and equipment. (h) All money, instruments, and other property of Debtor now or hereafter held by Secured Party. (i) All deposits (general or special, time or demand, provisional or final) and other accounts of Debtor now or hereafter on deposit with or held by Secured Party and all other sums at any time credited by or owing from Secured Party to Debtor. (j) Proceeds and Products of any of the foregoing in any form. Terms used above have the meanings assigned in the Uniform Commercial Code as in effect in the State of Texas (the “UCC”). Purchaser shall have all the rights and remedies provided to a secured party under the UCC, including the right to file one or more financing statements, as further described below. Seller and Purchaser agree that to the extent Purchaser exercises or is deemed to exercise its rights under this Agreement as a secured party, Purchaser shall account for the proceeds of the accounts receivable and Receivables, deal with the disposition of the accounts receivable and Receivables, and permit Seller to redeem the accounts receivable and Receivables in the same manner provided for elsewhere in this Agreement. Purchaser's compliance with its obligations regarding collection and/or disposition of Receivables and accounts receivable and other rights which are described in this Agreement shall fulfill Purchaser's duties and obligations as a secured party pursuant to Sections 9.601 through 9.604 of the Texas Business and Commerce Code. Purchaser shall not be deemed to accept the accounts receivable and Receivables in discharge of Seller's obligations to Purchaser unless Purchaser sends Seller express written notice of Purchaser's intent to do so. Seller hereby agrees not to grant a security interest, junior or otherwise, or encumbrance of any kind, in the Collateral to any other entity without the prior express written approval of Purchaser. In furtherance thereof, Purchaser may include the following language on any UCC filing: Furthermore, Seller authorizes the Purchaser at any time and from time to time to file any initial financing statements and amendments thereto that: (a) indicate the Collateral as all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail; (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; (c) contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienholder or potential secured party may be tortuously interfering with Purchaser’s rights; and (d) advises third parties that any notification of Seller’s account debtors will interfere with Purchaser’s collection rights. In recognition of the Purchaser's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Purchaser shall not be required to record any terminations or satisfactions of any of Purchaser's liens on the Collateral unless and until Seller has executed and delivered to Purchaser a general release in a form acceptable to Purchaser and substantially similar to that Release attached hereto and made a part hereof as Exhibit “A”. Seller understands that this provision constitutes a waiver of its rights under Section 9.513 of the UCC. Seller shall maintain insurance on the Collateral and all other insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; (b) as requested by Purchaser, loss payable endorsements (or their equivalent) in favor of Purchaser. All policies of insurance shall provide for not less than thirty (30) day’s prior written cancellation notice to Purchaser. Notwithstanding the foregoing provisions of this Section 1, the grant creation of a security interest as provided herein herein, Purchaser shall not extend tobe a lender or fiduciary of Seller. Use of the terms “Debtor” and “Secured Party” herein are for reference only. The relationship of the parties hereto is that of Purchaser and Seller of accounts, and the term “Intellectual Property Collateral” shall not includethat of lender and borrower. When Purchaser purchases an account receivable that serves as Collateral hereunder, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedit then becomes Purchaser’s property.

Security Interest. (a) As security for To secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title obligations and interest in, liabilities of the Maker to the Payee under this Note and to the Stockholders under the following propertyNotes, whether now existing including all costs and expenses accrued or owned or acquired, developed or arising during the term of this Agreement incurred in connection therewith (collectively, the “Intellectual Property Obligations”), the Maker hereby assigns, pledges and grants to Stockholder Representative, as agent for Payee a continuing security interest in and lien upon all of the Maker’s property and assets (the “Collateral”): (i) all patents ), whether real or personal, tangible or intangible, and patent applicationswhether now owned or hereafter acquired, domestic or foreignin which it now has or at any time in the future may acquire any right, title or interest, including without limitation, all licenses relating to any of the foregoing and following property in which it now has or at any time in the future may acquire any right, title or interest: all income and royalties with respect to any licenses accounts, inventory, equipment, goods, documents, instruments (including, without limitation, such patents and patent applications as described in Schedule A heretopromissory notes), all rights to s▇▇ for pastcontract rights, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses general intangibles (including, without limitation, such marks, names and applications as described in Schedule B heretopayment intangibles), whether registered chattel paper, supporting obligations, investment property, letter-of-credit rights, trademarks, tradestyles, patents and copyrights in which the Maker now has or unregistered and wherever registeredhereafter may acquire any right, title or interest, all rights books, records, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to s▇▇ for past, present Collateral or future infringement are otherwise necessary or unconsented use thereofhelpful in the collection thereof or realization thereon, all rights arising therefrom proceeds and pertaining products thereof (including, without limitation, proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. The Maker authorizes the Payee to file such financing statements and amendments thereto and all reissuesother documents and instruments and to do such other acts and things as are reasonably necessary to establish and maintain a valid, extensions enforceable, perfected security interest in the Collateral as provided herein and renewals thereof; and (iii) the entire goodwill of or associated other rights and security contemplated hereby all in accordance with the businesses now or hereafter conducted Uniform Commercial Code of the State of Delaware as in effect from time to time. The security interest granted hereby shall be prior in right to all other security interests granted by the Company connected with Maker in its assets, except that such security interest will be junior in right to no more than Three Million Dollars ($3,000,000) (the “Maximum Amount”) of other secured Indebtedness of the Maker. The Maker covenants and symbolized agrees that it will not incur Indebtedness secured by any of the aforementioned properties and assets; (iv) all general intangibles (as defined its assets in the UCC); and (v) all products and proceeds of any and all excess of the foregoingMaximum Amount, unless the security interest granted by the Maker in connection with any such secured Indebtedness in excess of the Maximum Amount is subordinate to the security interest granted to the Stockholder Representative, as agent and the Payee pursuant to the Notes and this Note. (b) This Agreement shall create a continuing security interest The Payee agrees to act cooperatively in the Intellectual Property Collateral which shall remain event the Maker defaults in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions payment of its Obligations under this Section 1Note and the Notes. In furtherance of the foregoing, notwithstanding anything herein to the contrary, the grant Payee agrees that actions to foreclose on the Collateral or otherwise to give notice of a security interest an Event of Default or to enforce its rights under this Note may be taken only by the Stockholder Representative, as provided herein shall not extend to, agent for all of the Stockholders and the term “Intellectual Property Collateral” shall not include, proceeds of any general intangibles collection or sale of the Company (whether owned or held Collateral, as licensee or lessee, or otherwise)well as any Collateral consisting of cash be applied as follows: First, to the extent that (i) payment of all reasonable costs and expenses incurred by the Stockholder Representative in connection with such general intangibles are collection or sale, including but not assignable or capable limited to, all court costs, the repayment of being encumbered as a matter of law or under all advances made by the terms Stockholder Representative on behalf of the licenseMaker and the reasonable fees and expenses of its agents and legal counsel and any other reasonable costs and expenses incurred in connection with the exercise of any rights or remedy hereunder. Second, lease or other agreement applicable thereto (but solely to the extent that payment in full of principal and accrued interest in respect of any such restriction shall be enforceable under applicable law)Notes outstanding pro rata as among the Stockholders and thereafter, without the consent of the licensor or lessor thereof or to all other applicable party thereto and (ii) such consent has not been obtainedObligations then outstanding.

Security Interest. Each Borrower, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Agent for its benefit and for the ratable benefit of each Lender (and each Affiliate of any Lender party to a Hedging Contract), a continuing security interest in and to and collaterally assigns to Agent, for its benefit and for the ratable benefit of each Lender (and each Affiliate of any Lender party to a Hedging Contract ) all assets of the Borrowers, wherever located and whether now owned or hereafter acquired, including, without limitation, the following: (a) As security for the payment and performance of the Obligations all inventory (as defined in Article 9 of the New Security AgreementUniform Commercial Code), including, without limitation, all goods, merchandise, raw materials and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrowers’ business (all hereinafter called the Company hereby grants to each Secured Party a security interest “Inventory”); (b) all accounts (as defined in and mortgage to all Article 9 of the Company’s Uniform Commercial Code, hereinafter “Accounts”), contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including without limitation registered and unregistered trade names, copyrights, design rights, customer lists, goodwill, computer programs, computer records, computer software, source codes, codes, computer data, registrations, licenses, service marks, trade secrets, trademarks, trademark applications, patents, patent applications, ledger sheets, files, records, data processing records relating to any Accounts, tax refund claims, all claims under guaranties, security interests or other security held by or granted to the Borrowers to secure payment of any Receivables and all tax refunds of every kind and nature to which any Borrower is now or hereafter may become entitled to, no matter how arising), instruments, documents, chattel paper (whether tangible or electronic) deposit accounts, letter of credit rights (whether or not the letter of credit is evidenced by a writing), securities (whether certificated or uncertificated), security entitlements, security accounts, investment property, supporting obligations, payment intangibles, choses in action, commercial tort claims described on Schedule 4(l), hereto (as amended from time to time), and all other debts, obligations and liabilities in whatever form, owing to any Borrower from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to any Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest inof all Borrowers in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and under all rights of an unpaid seller of merchandise or services (all hereinafter called the following “Receivables”); (c) all machinery, equipment, fixtures and other goods (as defined in Article 9 of the Uniform Commercial Code) whether now owned or hereafter acquired by any Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter called the “Equipment”); (d) certain real property, whether now existing together with all improvements thereon located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Highway, Merrimack, New Hampshire and owned by GT Solar (the “Real Property); and (e) all proceeds and products of all of the foregoing in any form, including, without limitation, all proceeds of credit, fire or owned or acquiredother insurance, developed or arising during and also including, without limitation, rents and profits resulting from the temporary use of any of the foregoing (which, with Inventory, Receivables, Equipment and Real Property are all hereinafter called “Collateral”). Notwithstanding the foregoing, the term “Collateral” does not include: (a) investment property consisting of this Agreement capital securities of a foreign Subsidiary of any Borrower other than 65% of the total combined voting power of all capital securities of any direct first-tier foreign Subsidiary; (collectivelyb) only any “intent to use” applications for trademark registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act (15 U.S.C. § 1051 et seq.), unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the “Intellectual Property Collateral”):▇▇▇▇▇▇ Act (15 U.S.C. 1051 et seq.) has been filed and accepted by the United States Patent and Trademark Office; (c) assets subject to capital leases or purchase money security interests but only during such time as such capital leases or purchase money security interest is in place; (d) licenses, contracts or agreements which, by their nature, are not immediately assignable without additional documentation, such as governmental contracts and licenses containing non-assignment language, but only during such time and for such licenses, contracts or agreements (i) prior to the time Borrowers obtain consents to such collateral assignment; or (ii) for which any such collateral assignment or grant of a security interest in such license, contract or agreement to the Lenders would cause a default under such license, contract or agreement which could result in (x) the termination thereof, (y) an assessment of monetary penalties, or (z) such other penalties which would interfere with the Borrowers use under such license, contract or agreement, or otherwise causes such licenses, contracts or agreements to be void; (e) such other assets set forth on Schedule 1(d) attached hereto, for which the granting of a security interest would be void or illegal under any applicable governmental law, rule or regulation; (f) Liens in cash collateralizing the Borrowers’ obligations with respect to issued Letters of Credit under the SVB Loan and Security Agreement dated as of April 28, 2006, by and between GT Solar Incorporated (f/k/a GT Equipment Technologies, Inc.) and Silicon Valley Bank which remain outstanding after the Closing Date, but only until such time as such cash collateral is released by SVB as and when the Letters of Credit issued by SVB as and when the Letters of Credit issued by SVB are returned to SVB for cancellation and replaced with Letters of Credit issued by Citizens; and (g) All securities, investment property, cash, deposits, deposit accounts or other assets held, maintained or managed in GT Solar’s account at SVB Securities which account will initially be entitled Silicon Valley Bank as Secured Party for GT Solar Incorporated’s and numbered 48604416, together with deposit account number 3300538244 held with SVB and together with all patents and patent applications, domestic or foreign, all licenses GT Solar’s books relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissuesclaims, divisions, continuations, renewals, extensions rights and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to interests ion any of the foregoing above and all income substitutions for, additions and royalties with respect accessions to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds thereof in whatever from including deposit accounts, accounts (including rights of any payment), general intangibles, cash, instruments, documents and financial assets all of in connection with the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect , but only until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest such time as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof collateral is released by SVB or other applicable party thereto and (ii) such consent has not been obtainedparties pursuant to the SVB Security Documents.

Security Interest. (a) As security for the payment and performance This Deed of the Obligations (as defined in the New Security Agreement), the Company hereby Trust grants to each Secured Party a security interest in and mortgage covers all property owned by Trustor or in which Trustor has an interest affixed to or located upon the Property, all articles of personal property and all materials delivered to the Property for incorporation or use in any construction being conducted thereon which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the Company’s rightProperty. Such personal property shall include the personal property identified in the attached Exhibit B, title and interest inif any, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”):and: (i) all patents presently owned and patent applicationshereafter acquired goods, domestic instruments, documents, chattel paper, contract rights, accounts, general intangibles, inventory, fixtures, furniture, furnishings, machinery, equipment and appliances and all personal property of Trustor now or foreignhereafter attached to or installed or placed in, on or about the Property for use in conjunction with the use and occupancy thereof, together with all accessories, parts and appurtenances thereto and all additions, renewals, improvements, and replacements thereof. (Trustor also hereby assigns to Beneficiary all leases and use agreements of all personal property in the categories above set forth, under which Trustor is the lessee or entitled to use such items, and Trustor agrees to execute to Beneficiary separate assignments of such leases and agreements when requested by Beneficiary, but Beneficiary shall not be obligated thereunder unless it so chooses, and Trustor agrees to fully and timely perform such obligations); (ii) all leases, lease guarantees, income, rents, issues, and profits which, from and after the date hereof, may accrue from said goods, fixtures, furnitures, furnishings, machinery, equipment and appliances, or any part thereof, or which may be received or receivable by Trustor from any use, leasing, or subleasing thereof (provided, that so long as Trustor is not in default hereunder after the expiration of the applicable cure period, Trustor shall have a license to collect said income, rents, issues and profits, subject, however, to any separate and prior assignment of leases and rents); (iii) all presently owned and hereafter acquired general intangibles and rights of every kind and nature of Trustor relating to the Property or the operation thereof, including but not limited to, all licenses governmental permits relating to any of construction on the foregoing and Property, all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto)names by which the Property may be operated or known, all rights to s▇▇ for pastcarry on business under any such names, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs trademarks and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses goodwill in any way relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofProperty; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined presently owned and hereafter acquired reserves, deferred payments, deposits, refunds, and payments, of every kind and nature of Trustor in any way relating to the UCC)Property or any of the personal property thereon other than rents, issues and profits previously and separately assigned; and (v) all products presently owned and proceeds of any hereafter acquired water stock and all solar rights owned by Trustor relating to the Property; and, (vi) all presently owned and hereafter acquired drawings, plans and specifications of Trustor prepared for construction of improvements relating to the Property, and all studies and data related thereto, and all contracts and agreements of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned Trustor relating thereto or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable construction of being encumbered as a matter of law or under improvements on the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.Property. 108

Security Interest. (a) As security for the due and punctual payment and performance of the Secured Obligations (as defined in the New Security Agreementhereinafter defined), the Company each Obligor hereby grants to each Secured Party the Agent for the ratable benefit of the Purchasers a continuing security interest in and mortgage to lien on all tangible and intangible personal property and Manufacturing Fixtures (as defined below) of the Company’s right, title and interest in, to and under the following propertysuch Obligor, whether now owned or existing or owned hereafter acquired or acquiredarising, developed or arising during the term together with any and all additions thereto and replacements therefor and proceeds and products thereof (collectively referred to for purposes of this Agreement (collectivelyas "Collateral"), including without limitation the “Intellectual Property Collateral”):property described below: (ia) all patents tangible personal property, including without limitation all present and patent applicationsfuture goods, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses inventory (including, without limitation, all merchandise, raw materials, work in process, finished goods and supplies), machinery, equipment, motor vehicles, rolling stock, tools, furniture, Manufacturing Fixtures, office supplies, computers, computer software and associated equipment, whether now owned or hereafter acquired, including, without limitation, all tangible personal property used in the operation of the business of such Obligor; (b) all rights under all present and future authorizations, permits, licenses and franchises issued, granted or licensed to such Obligor for the operation of its business; (c) all patents issued or assigned to and all patent applications as described in Schedule A hereto), made by such Obligor and all exclusive and nonexclusive licenses to such Obligor from third parties or rights to s▇▇ for pastuse patents owned by such third parties, present or future infringement thereofincluding, all rights arising therefrom without limitation, the patents, patent applications and pertaining thereto licenses listed on Schedule III hereto, along with any and all (a) inventions and improvements described and claimed therein, (b) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (c) income, royalties, damages, claims and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (d) rights to sue ▇▇▇ past, present and future infringements thereof, and (e) any other rights corresponding thereto throughout the world (collectively, "Patents"); (iid) all state trademarks (including common lawservice marks), federal and foreign state trademark registrations and applications made by such Obligor (other than Federal Intent to Use Applications prior to the filing of a verified Statement of Use under 15 U.S.C. ss.1051(d)), common law trademarks and trade names owned by or assigned to such Obligor, all registrations and applications for the foregoing and all exclusive and nonexclusive licenses from third parties of the right to use trademarks of such third parties, including, without limitation, the registrations, applications, unregistered trademarks, service marks and licenses listed on Schedule IV hereto, along with any and all (1) renewals thereof, (2) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages, claims and payments for past or future infringements thereof, (3) rights to sue ▇▇▇ past, present and future infringements thereof, and (4) foreign trademarks, trademark registrations, and trade name applications for any thereof and any other rights corresponding thereto throughout the world (collectively, "Trademarks"); (e) all copyrights, whether statutory or common law, owned by or assigned to such Obligor, and all exclusive and nonexclusive licenses (other than nonexclusive licenses to use off-the-shelf software products) to such Obligor from third parties or rights to use copyrights owned by such third parties, including, without limitation, the registrations, applications and licenses listed on Schedule V hereto, along with any and all (1) renewals and extensions thereof, (2) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (3) rights to sue ▇▇▇ past, present and future infringements thereof, and (4) foreign copyrights and any other rights corresponding thereto throughout the world (collectively, "Copyrights"); (f) the entire goodwill of such Obligor's business and other general intangibles (including know-how, trade secrets, customer lists, proprietary information, inventions, domain names, methods, procedures and formulae) connected with the use of and symbolized by any Patents, Trademarks or Copyrights of such Obligor; (g) any other intellectual property of such Obligor; (h) all rights under all present and future vendor or customer contracts and all franchise, distribution, design, consulting, construction, engineering, management and advertising and related agreements; (i) all rights under all present and future leases of real and personal property; and (j) all other personal property, including, without limitation, all present and future accounts, accounts receivable, cash, cash equivalents, deposits, deposit accounts, loss carry back, tax refunds, insurance proceeds, premiums, rebates and refunds, choses in action, investment property, securities, contracts, contract rights, general intangibles (including without limitation, all customer and advertiser mailing lists, intellectual property, patents, copyrights, trademarks, trade secrets, trade names, URLs domain names, goodwill, customer lists, advertiser lists, catalogs and other printed materials, publications, indexes, lists, data and other documents and papers relating thereto, blueprints, designs, charts, and research and development, whether on paper, recorded electronically or otherwise), all websites (including without limitation, all content, HTML documents, audiovisual material, software, data, hardware, access lines, connections, copyrights, trademarks, patents and trade secrets relating to such websites) and domain names, and applications for registration of such trademarksany information stored on any medium, service marks and trade namesincluding electronic medium, URLs and domain names, all licenses relating related to any of the foregoing personal property of such Obligor, all financial books and records and other books and records relating, in any manner, to the business of such Obligor, all proposals and cost estimates and rights to performance, all instruments and promissory notes, documents and chattel paper, and all income debts, obligations and royalties with liabilities in whatever form owing to such Obligor from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to such Obligor; and all guaranties and security therefor, and all letter of credit and other supporting obligations in respect of such debts, obligations and liabilities. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Obligor shall not be deemed to have granted a security interest in any licenses of such Obligor's rights or interests in any lease, license, contract, permit or agreement (including, without limitation, any such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement agreement which shall create grant a continuing security interest in the Intellectual Property Collateral assets of any Obligor) to which shall remain any Obligor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such lease, license, contract, permit or agreement or otherwise, result in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles breach of the Company (whether owned or held as licensee or lesseeterms of, or otherwise)constitute a default under, or cause a termination of, such lease, license, contract, permit or agreement to which such Obligor is a party (other than to the extent that (i) the other party to such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the lease, license, lease contract, permit or other agreement applicable thereto (but solely has consented to such grant or to the extent that any such restriction term would be rendered ineffective pursuant to the Uniform Commercial Code, as amended and in effect from time to time (the "UCC"), or any other applicable law (including the U.S. Bankruptcy Code) or principles of equity), provided, that (x) the foregoing grant of security interest shall extend to, and the Collateral shall include, any and all proceeds of any such lease, license, contract, permit or agreement to the extent that the assignment or encumbering of such proceeds is not so restricted and is permitted by applicable law and (y) immediately upon the ineffectiveness, lapse, waiver or termination of any such provision or restriction, the Collateral shall include, and the Obligors shall be enforceable under applicable law)deemed to have granted a security interest in, without the consent of the licensor all such rights and interests as if such provision or lessor thereof or other applicable party thereto and (ii) such consent has not restriction had never been obtainedin effect.

Security Interest. (a) As security for the To secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following propertyLiabilities, whether now existing or owned hereafter incurred, whether direct or acquiredindirect, developed absolute or arising during contingent, due or to become due, and based on the term authorization of this Agreement the DIP Orders, the Borrowers hereby grant to the Lender, pursuant to Section 364(c) of the Bankruptcy Code, a valid, perfected and enforceable security interest in and lien upon all property of the Borrowers or their bankruptcy estates of any kind or nature whatsoever, whether now existing or hereafter acquired or arising, including, but not limited to, all accounts, chattel paper, contracts, contract rights, general intangibles (including all intellectual property and all rights, registrations and applications relating thereto), goods, equipment, inventory, vehicles, instruments, documents, investment property, deposit accounts, books and records (in whatever form maintained), leasehold interest and tenancies (and all rights relating thereto) relating to any real or personal property occupied or used by the Borrowers and all collateral security, letters of credit and guarantees given by any Person with respect to any of the foregoing, and all proceeds (whether cash or non-cash), rents, lease or license payments, products or profits of the foregoing (collectively, the “Intellectual Property "Collateral”): (i) "). The liens and security interests granted to the Lender in the Collateral shall be first-priority as to all patents and patent applications, domestic or foreign, all licenses relating to any property of the foregoing Borrowers that is unencumbered and junior in priority as to all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any property of the foregoing and all income and royalties with respect Borrowers that is subject to any licenses (includinga lien. Additionally, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain be subject to the "Carveout" as such term is defined in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions DIP Orders. The Carveout is not to exceed $300,000, exclusive of this Section 1, any prepetition retainer provided by the grant of a Borrowers' to their bankruptcy counsel or other professionals. The Lien and security interest as provided herein shall not extend togranted herein, pursuant to Sections 364(c)(1), (2), and the term “Intellectual Property Collateral” shall not include, any general intangibles (3) of the Company (whether owned Bankruptcy Code and the DIP Orders, shall at all times be a valid, ▇▇▇▇▇▇, perfected and enforceable security interest without any further action by the Borrowers or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedLender.

Security Interest. Each Borrower hereby grants to Agent, for the benefit of the Lenders and the holder of any agreement, instrument or other document entered into in connection with Product Obligations, a security interest in, and a Lien on, the following property of such Borrower wherever located and whether now owned or hereafter acquired: (a) As security for the payment and performance of the Obligations All Accounts (as defined in the New Security Agreementother than any governmental Accounts that are not legally assignable by Borrower), the Company hereby grants Inventory, general intangibles, payment intangibles, chattel paper, documents, and instruments, whether or not specifically assigned to each Secured Party a Agent or any Lender, automotive equipment, motor vehicles and fixtures; (b) All guaranties, collateral, liens on, or security interest in and mortgage to all of the Company’s right, title and interest interests in, to and under the following real or personal property, whether now existing leases, letters of credit, and other rights, agreements, and property securing or owned or acquired, developed or arising during the term relating to payment of this Agreement (collectively, the “Intellectual Property Collateral”):Accounts; (ic) All rights to receive the surplus funds, if any, which are payable to Borrower following the termination of any Pension Plan and the satisfaction of all patents liabilities to participants and beneficiaries under such Pension Plan in accordance with applicable law; (d) All trademarks, trademark rights, patents, patent applicationsrights, domestic or foreignintellectual property licenses and permits, all licenses relating to any of the foregoing trade names, trade name rights, and all income and royalties with respect to any licenses (approvals, including, without limitation, such patents those listed on Schedule 5.1(d) attached hereto, together with all income, royalties, damages and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom payments now and pertaining thereto hereafter due and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofpayable thereunder with respect thereto; (iie) all state Equipment, whether or not affixed to realty, including Unencumbered Aircraft and equipment located thereon but excluding any Aircraft that is not an Unencumbered Aircraft; (including common lawf) All sale, service, performance and equipment lease contracts as to which any Borrower is lessee, agreements and grants (whether written or oral), federal and foreign trademarksany other contract (whether written or oral) between any Borrower and any third party (except for any real property leases, service marks and trade names, URLs and domain names, and applications for registration or any equipment leases that do not allow an assignment of such trademarksleases by their terms, service marks and trade names, URLs and domain names, all licenses relating to any neither of the foregoing which shall be Collateral); (g) The entire goodwill and all income product lines of each Borrower’s businesses and royalties with respect to any licenses (other general intangibles, including, without limitation, know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae in connection with the use of and symbolized by the trademarks of any Borrower; (h) All books, records, ledger cards, data processing records, computer software, and other property at any time evidencing or relating to Collateral; (i) All cash, cash equivalents, monies, securities (including all stock of any Affiliate owned by any Borrower or any Restricted Subsidiary (provided that with respect to any Foreign Subsidiary, such marks, names pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting stock and applications as described in Schedule B heretostock equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting stock and stock equivalents), whether registered now owned or unregistered hereafter formed or acquired, and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use proceeds thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses other property now or hereafter conducted by held, or received by, or in transit to, the Company connected with Agent or any Lender from or for any Borrower, and symbolized by any all of the aforementioned properties each Borrower’s investment property and assets; (iv) all general intangibles financial assets (as each is defined in the UCC)), deposit accounts, including those described on Schedule 5.1(i) attached hereto, credits, and balances with Agent or any Lender existing at any time; (j) All parts (other than parts included in the purchase of Aircraft that is the subject of a Permitted Encumbrance), accessories, attachments, special tools, additions, replacements, substitutions, and accessions to or for all of the foregoing; (k) All Commercial Tort Claims, including those described on Schedule 5.1(k) attached hereto; and (vl) All proceeds and products of all products of the foregoing in any form, including, without limitation, amounts payable under any policies of insurance insuring the foregoing against loss or damage, and proceeds of any all increases and profits received from all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.;

Security Interest. (a) As security for the payment and performance Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the ("Collateral"): all Mortgage Loans, all Underlying Obligations and all Affiliate Transfers, all Affiliate Transfer Documents and all Mortgage Loan Documents, including without limitation all promissory notes, all servicing records, servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder, all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property or to any Affiliate Transfer or to any Underlying Obligation, all purchase agreements or other agreements or contracts (other than Interest Rate Protection Agreements, which are expressly excluded herefrom), relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Mortgage Loans including the right to receive principal and interest payments with respect to the Purchased Mortgage Loans and the right to enforce such payments, all Collection Accounts and any funds on deposit in Collection Accounts to the extent such funds represent proceeds from the Mortgage Loans (as defined in the New Security Pooling and Servicing Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to if any, all Pledged Certificates evidencing any or all of the Company’s right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectivelyMortgage Loans, the “Intellectual Property Collateral”): (i) Pooling and Servicing Agreement as it relates to or constitutes any or all patents and patent applications, domestic or foreignof the foregoing, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including"general intangibles", without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names"accounts", and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles ("chattel paper" as defined in the UCC); and (v) Uniform Commercial Code relating to or constituting any and all products of the foregoing, all collateral under the Loan Agreement, any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security All right, title and interest of the Seller in and to (i) the Intellectual Property Collateral which shall remain and (ii) any and all replacements or substitutions for, distributions on or proceeds of any of the foregoing is hereinafter referred to as the "Seller Collateral". All right, title and interest of the Pledgors in effect until terminated in accordance with Section 16 hereofand to (i) the Collateral (but excluding any and all obligations of the Pledgors thereunder) and (ii) any and all replacements or substitutions for, distributions on or proceeds of any of the foregoing is hereinafter referred to as the "Pledgor Collateral". (c) Notwithstanding The Buyer and the foregoing provisions Seller intend that the Transactions hereunder be sales to the Buyer of the Purchased Mortgage Loans and not loans from the Buyer to the Seller secured by the Purchased Mortgage Loans. However, in order to preserve the Buyer's rights under this Section 1Repurchase Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Seller of all of the Seller's obligations to the Buyer hereunder and the Transactions entered into hereunder (the "Secured Obligations"), the grant Seller hereby assigns and pledges to the Buyer for its benefit and the ratable benefit of its assignees hereunder, and grants to the Buyer and its assignees hereunder, a security interest as provided in the Collateral. The assignment, pledge and grant of security interest contained herein shall not extend tobe, and the term “Intellectual Property Collateral” Seller hereby represents and warrants to the Buyer that it is, a first priority security interest. All Collateral shall not include, any general intangibles secure the payment of all obligations of the Company (whether owned Seller now or held as licensee or lesseehereafter existing under the Repurchase Agreement, including, without limitation, Seller's obligation to repurchase Mortgage Loans, or otherwise)if such obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and to pay any and all other amounts owing to the Buyer hereunder. (d) To further secure the Secured Obligations and to induce the Buyer to enter into Transactions with the Seller, the Pledgors hereby assign and pledge to the Buyer for its benefit and the ratable benefit of its assignees hereunder, and grants to the Buyer and its assignees hereunder, a security interest in the Pledgor Collateral. The parties hereto recognize that the Pledgors are not obligors hereunder and are entering into this Repurchase Agreement solely for the purpose of pledging their interest in the Pledgor Collateral to secure the Seller's obligations hereunder and the Buyer will have no recourse against the Pledgors (except to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease Pledgor's interest in the Pledgor Collateral) for any obligations of the Pledgors or other agreement applicable thereto (but solely Seller to the extent Buyer. The assignment, pledge and grant of security interest contained herein shall be, and the Pledgors hereby represent and warrant to the Buyer that any such restriction shall be enforceable under applicable law)it is, without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtaineda first priority security interest.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement), the Company Debtor hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now owned or existing or hereafter arising or acquired and wherever arising or located (such property being hereinafter sometimes called the "Collateral"): a) all of its accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, promissory notes, deposit accounts, funds on deposit with Secured Party, investment property, investment securities, financial assets, letter of credit rights, electronic chattel paper, software, supporting obligations, payment intangibles, commercial tort claims and all other personal property, whether now owned or hereafter acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreignincluding without limitation, all licenses lease receivables and note receivables, all cash, notes, drafts and acceptances arising therefrom, all returned and repossessed goods arising from or relating to any such accounts, or other proceeds of the foregoing any sale, lease or other disposition of inventory, all tradenames, trademarks, patents and other licenses, and all income proceeds (including insurance proceeds) and royalties with respect to any licenses (products thereof; b) all of its inventory, whether now owned or hereafter acquired, including, without limitation, such patents all raw materials, goods in process, finished goods and patent applications as described other tangible personal property held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in Schedule A hereto)Debtor's trade or business and all additions, all rights to s▇▇ for pastaccessions, present or future infringement thereofsubstitutions, all rights arising therefrom attachments and pertaining replacements thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties contracts with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions documents of title evidencing or representing any part thereof and renewals all products and proceeds (including insurance proceeds) thereof; and (iiic) the entire goodwill all of or associated with the businesses its machinery, equipment, rolling stock, furniture, fixtures and personalty of every nature and description, whether now owned or hereafter conducted by the Company connected with acquired, and symbolized by any of the aforementioned properties all appurtenances, accessions and assets; (iv) additions thereto and substitutions and replacements therefor, wheresoever located, including all general intangibles (as defined tools, parts and accessories used in the UCC); and (v) connection therewith, and all products and proceeds of any and all of the foregoing. thereof (b) This Agreement shall create a continuing security interest including insurance proceeds). All terms used herein that are defined in the Intellectual Property Collateral which Uniform Commercial Code as adopted in the State of Texas shall remain have the meanings specified in the Uniform Commercial Code as adopted by the State of Texas as in effect until terminated in accordance with Section 16 hereoffrom time to time (the "UCC"). (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for from the Gu▇▇▇▇▇▇▇ ▇▇▇ ▇▇e payment and performance in full of the Obligations (as defined in the New Security Agreement)Liabilities, the Company Guarantor hereby transfers, grants, bargains, conveys, hypothecates, pledges, sets over, delivers and confirms unto the Secured Party, and grants to each the Secured Party a security interest in and mortgage to all of the Company’s its right, title and interest in, to and under in the following property(the "Collateral"), whether now existing or owned or hereinafter acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”):: (i) Accounts (including Health-Care-Insurance Receivables, if any) howsoever arising in connection with the sale or lease of goods or services by the Guarantor to customers located in the United States or Canada; (ii) Chattel Paper; (iii) Instruments (including Promissory Notes); (iv) Documents; (v) General Intangibles (including without limitation Payment Intangibles, Software, contract rights, credits, claims, demands, debts, choses in action, trade-marks, patents, and all patents other intellectual property); (vi) Letter-of-Credit Rights; (vii) Supporting Obligations; (viii) Deposit Accounts; (ix) Investment Property (including without limitation certificated and patent applicationsuncertificated Securities), domestic Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (x) Inventory; (xi) Equipment (including all software, whether or foreignnot the same constitutes embedded software, used in the operation thereof); (xii) Money, including without limitation amounts deposited into escrow or with third parties; (xiii) Fixtures; (xiv) All rights to merchandise and other goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (xv) All personal property and interests in personal property of the Debtor of any kind or description now held by Secured Party or at any time hereafter transferred or delivered to, or coming into the possession, custody, or control of, Secured Party, or any agent or affiliate of Secured Party, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all licenses dividends and distributions on or other rights in connection with any such property; (xvi) All supporting evidence and documents relating to any of the foregoing and all income and royalties with respect to any licenses (above-described property, including, without limitation, such patents computer programs, disks, tapes and patent applications as described in Schedule A hereto)related electronic data processing media, and all rights of the Debtor to s▇▇ for pastretrieve the same from third parties, present written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofmaintained; (iixvii) all state (including common law), federal All Accessions and foreign trademarks, service marks and trade names, URLs and domain namesadditions to, and applications for registration of such trademarkssubstitutions and replacements of, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing.; and (bxviii) This Agreement shall create a continuing security interest in All Proceeds and products of the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding foregoing, and all insurance of the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.proceeds thereof;

Security Interest. 10.1. This clause 10, will apply as follows: (a) As security for To secure payment of the payment Secured Money and the performance of your obligations under the Obligations (as defined in the New Transaction Documents, Grantor grants us a continuing Security Agreement), the Company hereby grants to each Secured Party a security interest Interest in and mortgage to continuing lien on, all of the Company’s your right, title and interest in, to to, and under the following propertyany and all personal property and fixture property of every kind and nature, whether now existing or owned or hereafter acquired or arising, including all goods (including inventory, equipment, and any accessions thereto), instruments (including promissory notes), documents (whether tangible or electronic), accounts, chattel paper (whether tangible or electronic), money, deposit accounts, letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations, and other contracts rights or rights to the payment of money, insurance claims and proceeds, tort claims, and all general intangibles (including all payment intangibles), wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, developed of every kind and description, tangible or intangible, along with all of the following therefrom: (a) all rights to have and receive any of the foregoing; all accessions or additions to and substitutions for any of the foregoing; (b) all renewals and replacements; (c) all books, records, contract rights, instruments, documents (including all documents of title), chattel paper relating to, arising during from or by virtue of or collections with respect to, or comprising part of, any of such property, including all insurance and claims for insurance effected or held for the term benefit of this Agreement Grantor or us in respect of any of the foregoing; (collectively, d) and all proceeds of any of the foregoing (all of the foregoing collectively referred to herein as the “Intellectual Property Collateral”):)... (b) Grantor must not do, or agree to do any of the following: (i) create or allow another Security Interest in any Collateral other than a Permitted Encumbrance; or (ii) dispose, or part with possession, of any Collateral (other than Collateral used in your day to day ordinary course of business, consistent with past practice), without first obtaining our written permission to do so. (c) Grantor authorizes us to file on Grantor’s behalf and at Grantor’s expense documentation to perfect our Security Interest in the Collateral, including but not limited to a copy of the Security Agreement, a U.C.C. financing statement, and any amendments to such financing statements, to the extent required and/or permitted by applicable law. Grantor agrees that we may file these documents without Grantor’s signature and grants us power of attorney to take any action, or to sign, file and deliver any document. Grantor further agrees to take all patents actions reasonably necessary or requested by us in order to assure that, at all times while this Agreement is in effect, we have a perfected security interest in the Collateral, including delivery of any documents we request for such purpose or to protect our Security Interest under this Agreement. (d) Grantor shall keep separate, accurate, and patent applications, domestic or foreign, all licenses complete records of the Collateral and provide us with such records and such other reports and information relating to the Collateral as we may request from time to time. (e) Grantor hereby grants us the right to enter Grantor's property, or to facilitate access to other properties where Collateral is maintained, to inspect the Collateral during normal business hours and upon reasonable written notice. (f) Grantor also agrees to maintain the Collateral in good order, repair, and condition at all times, timely pay all rent or mortgage payments of any kind as applicable to any real property upon which any part of the Collateral is located, and obtain insurance on the Collateral consistent with sub-clause 9.6. (g) The powers conferred on us with respect to the Collateral are solely to protect our interest in the Collateral and shall not impose any duty on us to exercise any such powers. We shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to any Collateral. (h) Notwithstanding anything herein to the contrary, (i) Grantor shall remain liable in respect of the Collateral to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by us of any of our rights hereunder shall not release Grantor from any of its obligations in respect of the Collateral, and (iii) we shall not have any obligation or liability by reason of this Agreement in respect of the Collateral, nor shall we be obligated to perform any of the foregoing obligations or duties of Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 10.2. Grantor represents and warrants as follows (i) Grantor is the sole legal and beneficial owner of, or has licensed or leased to it on normal commercial terms all income the Collateral which is material in the context of its business and royalties which is required by it in order to carry on its business as it is being conducted. No lien covering all or any part of the Collateral is on file in any recording or filing office or is otherwise in effect other than as permitted under the Facilities Agreement. (j) Grantor has the full power, authority and legal right to grant the Security Interest in the Collateral. (k) This Agreement creates in our favor a valid security interest in the Collateral, securing payment of the Secured Money, and such Security Interest is first priority. Upon the filing of a financing statement listing Grantor as debtor, us as the secured party and the Collateral as the collateral covered thereby, the Security Interest granted hereunder in the Collateral will be a first- priority perfected security interest. (l) The exercise by us of any of its rights and remedies hereunder will not contravene any law or material contractual obligation binding on Grantor or any of its properties and will not result in, or require the creation of, any lien upon or with respect to any licenses of its properties. (m) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or any other person is required for the perfection of the security interest purported to be created hereby in the Collateral, except for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of financing statements. (n) All information heretofore, herein or hereafter supplied to us by or on behalf of Grantor with respect to the Collateral is true and correct in all material respects. 10.3. If an Event of Default occurs, (whether it is within Grantor’s control or not, unless caused by our gross negligence or wrongful act or omission): (a) the Secured Money becomes immediately due and payable and we may demand immediate payment by Grantor of the Secured Money which includes any money contingently owing to us by Grantor; (b) Grantor must take all reasonable action required by us to assist us to enforce our Security Interest in the Collateral and exercise any power or authority including: (i) executing all transfers, without limitationconveyances, such patents assignments and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofassurances of the Collateral; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to doing anything necessary or desirable under the law in force in any of place where the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofCollateral is situated; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with giving all notices, orders, directions and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral consents which shall remain in effect until terminated in accordance with Section 16 hereofwe consider expedient. (c) Notwithstanding We may require Grantor to pay us the foregoing provisions of this Section 1, fees and expenses associated with enforcing our Security Interest in the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), . 10.4. Except to the extent that (i) such general intangibles are permitted by law, we will not assignable be answerable for any losses of any kind which may happen in relation to the exercise or capable non-exercise of being encumbered as a matter of law or under the terms any of the licensepowers or authorities conferred by these Terms and Conditions, lease and will not, by reason of us entering into possession of the Collateral, be liable to account as mortgagee or other agreement applicable thereto (but solely mortgagee in possession, or for anything else except actual receipts, be liable for any loss upon realization or for any default or omission except to the extent that any such restriction shall we have acted grossly negligent or with willful misconduct. 10.5. We and each attorney, manager, agent or other person appointed by us and an agent of Grantor appointed under these Terms and Conditions will be enforceable under applicable law), without the consent entitled to be indemnified out of the licensor assets and undertaking of Grantor, including the Collateral, in respect of all liabilities and expenses incurred in the exercise or lessor thereof claimed exercise of any of the powers, authorities or discretions under these Terms and Conditions, except to the extent the liability or expense was caused by gross negligence or wrongful act or omission by us, the manager, agent or other applicable party thereto and (ii) such consent has not been obtainedperson appointed.

Security Interest. (a) As security The Debtor, for the payment and performance valuable consideration, receipt of the Obligations (as defined in the New Security Agreement)which is acknowledged, the Company hereby grants to each the Secured Party Party, a security interest in Debtor's now owned or hereafter acquired: (a) accounts and mortgage to accounts receivable, including, but not limited to, all accounts as defined in Section 9-102(a)(2) of the Company’s right, title and interest in, to and under Uniform Commercial Code as enacted in the following propertyCommonwealth of Massachusetts, whether now existing or owned not adopted by any other relevant jurisdiction, all rights of the Debtor to payment for goods sold or acquiredleased or for services rendered; all obligations owing to the Debtor evidenced by an instrument or chattel paper arising from the sale or lease of goods or the rendering of services; all rights of the Debtor to payment under a contract not yet earned by performance; all other obligations owing to the Debtor of any kind or nature arising from the sale or lease of goods or the rendering of services, developed or arising during including all writings, if any, evidencing the term same; and any and all proceeds of this Agreement any of the foregoing (collectively the "Accounts Receivable"); and 30 (b) all records and computer programs and contracts with third party service providers in any manner relating to the billing and collection of the Accounts Receivable; and (c) all inventory, including, but not limited to, all supplies, raw materials, work in process, finished goods and merchandise (collectively, the “Intellectual Property Collateral”):"Inventory"); and (id) all patents and patent applications, domestic or foreign, all licenses relating to any other personal property of the foregoing and all income and royalties with respect to any licenses (Debtor, including, without limitation, such patents all goods (including all equipment and patent applications as described in Schedule A heretoaccessories thereto), all rights to s▇▇ for pastdeposit accounts, present or future infringement thereofletter of credit rights, all rights arising therefrom and pertaining thereto security and all reissuesother investment properties, divisionssupporting obligations, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCCincluding payment intangibles); and (v) and all products and proceeds of any and all of the above, including insurance proceeds (collectively, the "Collateral"). Notwithstanding the foregoing. , Collateral shall not include (i) any patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, software, engineering drawings, service marks, trade secrets, and or other intellectual property (collectively, the "Intellectual Property") or (ii) any contracts, licenses, permits or agreements (a) pursuant to which the Debtor possesses, uses or has the authority to possess or use the Intellectual Property of others or (b) This Agreement shall create a continuing security interest in if the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant granting of a security interest as provided herein shall not extend totherein would violate any enforceable provision of such contract, license, permit or agreement, but Collateral shall, in each case, include any and all rights to payment under all such contracts, licenses, permits and agreements, including all Accounts Receivable and payment intangibles, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedall proceeds thereof.

Security Interest. (a) As security for To secure the payment and performance of the Secured Obligations (as defined in the New Security Agreement)and when due, the Company Debtor hereby conveys, pledges, assigns and transfers to the Agent, and grants to each the Agent, as agent and representative for the equal and ratable benefit of the Secured Party Parties, a security interest (the "SECURITY INTEREST") in, all right, title, claim, estate and interest of the Debtor in and mortgage to all of the Company’s right, title property and interest in, to and under the following interests in property, whether now owned and existing or owned hereafter acquired or acquiredarising, developed and wherever located, including the following (being collectively, the "COLLATERAL"): 2.1.1. Any and all stocks, bonds, general and limited partnership interests, joint venture interests, limited liability company or arising during limited liability partnership interests, and other securities, subscription rights, options, warrants, puts, calls and other rights with respect thereto, and investment and brokerage accounts (the term of this Agreement "SECURITIES"), including the Pledged Stock, the Pledged Debt, and the Pledged Interests (collectively, the “Intellectual Property "Pledged Collateral”):") and all certificates and instruments representing or evidencing the Pledged Collateral, together with all interest coupons (if any) attached thereto; (i) 2.1.2. Any and all patents and patent applicationssecurities issued in respect of partnership, domestic limited liability company, limited liability partnership, or foreignother interests issued by any issuer of indebtedness of any Person obligated with respect to any of the Pledged Collateral, all licenses relating or any successor thereto, that the Debtor acquires or has the right to acquire from time to time in any manner in substitution for or in addition to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all certificates and instruments representing or evidencing such securities interests, together with any and all interest coupons (if any) attached thereto and any and all notes, security agreements, pledge agreements, mortgages, deeds of trust and other security and loan documents from time to time evidencing or securing such indebtedness; 2.1.3. The partnership or operating agreement(s) and other charter documents of the foregoing. respective partnerships, limited liability companies or limited liability partnerships (beach an "INTEREST ISSUER") This Agreement shall create that issued the Pledged Interests, in each case as amended from time to time (each a continuing security interest in "GOVERNING AGREEMENT") to the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, extent the grant of a security interest as provided herein shall not extend totherein is permitted thereby; 2.1.4. Any and all rights, powers, remedies and the term “Intellectual Property Collateral” shall not include, any general intangibles privileges of the Company (whether owned Debtor as a general or held as licensee limited partner or lesseemember of any Interest Issuer, or otherwise), to including all rights under the extent that Governing Agreement and Applicable Law (i) such general intangibles are not assignable or capable to receive its share of being encumbered as a matter profits, income, capital distributions and surplus from each Interest Issuer, whether in the form of law or under the terms of the licensecash, lease properties or other agreement applicable thereto (but solely to assets, and whether upon a sale or refinancing of any of such Interest Issuer's assets, in the extent that any such restriction shall be enforceable under applicable law)ordinary course of business, without the consent of the licensor upon dissolution and liquidation or lessor thereof or other applicable party thereto otherwise, and (ii) to vote the Pledged Interests or manage such consent has not been obtainedInterest Issuer; 2.1.5. Any and all rights to Accounts Receivable and accounts receivable from Subsidiaries or Affiliates of the Debtor; 2.1.6. Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates of deposit and other writings that evidence a right to the payment of money by any other Person (the "NOTES RECEIVABLE"), including the writings listed on Schedule 2.

Security Interest. (a) As security for the payment and performance Each of the Obligations following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as a “Purchased Item” and all of them are collectively, the “Purchased Items”: all Mortgage Loans, all rights under each Purchase Agreement (but not the obligations thereunder), all Interest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (as defined in the New Security AgreementSection 24(b)), all Servicing Agreements relating to the Company hereby grants Mortgage Loans and any other collateral pledged hereunder or otherwise relating to each Secured Party a security interest in such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the Company’s right, title foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties payments with respect to any licenses (includingthe Purchased Assets and the right to enforce such payments, without limitation, such patents the Collection Account and patent applications as described all monies from time to time on deposit in Schedule A hereto)the Collection Account, all rights to s▇▇ for past“general intangibles”, present or future infringement thereof“accounts”, all rights arising therefrom “chattel paper”, “deposit accounts” and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (“investment property” as defined in the UCC); and (v) Uniform Commercial Code as in effect from time to time relating to or constituting any and all products of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) This The Buyer and the Seller intend that the Transactions hereunder be sales to the Buyer of the Purchased Assets and not loans from the Buyer to the Seller secured by the Purchased Assets. However, in order to preserve the Buyer’s rights under this Agreement shall create in the event that a continuing court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Seller of all of the Seller’s obligations to the Buyer hereunder and the Transactions entered into hereunder (“Repurchase Obligations”) and the Seller-Related Obligations, each of NCCC, NCAH, NCMC, New Century and Home123 hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Intellectual Property Collateral which Purchased Items and Purchased Assets to the Buyer to secure the Repurchase Obligations and the Seller-Related Obligations, including without limitation the repayment of all amounts owing to the Buyer hereunder. The assignment, pledge and grant of security interest contained herein shall remain in effect until terminated in accordance with Section 16 hereofbe, and each of NCCC, NCAH, NCMC, New Century and Home123 hereby represents and warrants to the Buyer that it is, a first priority perfected security interest to the extent such security interest relates to the Mortgage Loans. Each of NCCC, NCAH, NCMC, New Century and Home123 agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to the Buyer hereunder. All Purchased Items shall secure the payment of all obligations of the Seller now or hereafter existing under this Agreement, including, without limitation, the Seller’s obligation to repurchase Purchased Assets, or if such obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and to pay any and all other amounts owing to the Buyer hereunder. (c) Notwithstanding Pursuant to the foregoing provisions of this Section 1Custodial and Disbursement Agreement, the grant of a security interest Custodian shall hold the Mortgage Files as provided herein shall not extend to, exclusive bailee and agent for the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), Buyer pursuant to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely Custodial and Disbursement Agreement and shall deliver to the Buyer Trust Receipts each to the effect that the Custodian has reviewed such Mortgage Files in the manner and to the extent that required by the Custodial and Disbursement Agreement and identifying any deficiencies in such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedMortgage Files as so reviewed.

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary, as of the Effective Date, a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Trustor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual "Collateral"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above); together with all rents, issues, deposits and profits of the Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, general intangibles, judgments, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Subject Property Collateral”): (i) all patents and patent applications, domestic or foreignany business now or hereafter conducted thereon by Trustor; subject to Section 4.8, all licenses permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all other items of personal property (of whatever kind or nature) used in the operation of the Subject Property; all of the rights and interest of Trustor in and under all management agreements, franchise agreements and leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Trustor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Trustor in and to any interest rate protection agreement that may have been (or may hereafter be) entered into by Trustor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Trustor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable "fixture" under applicable law), without this Deed of Trust constitutes a "fixture filing" within the consent meaning of the licensor Tennessee Uniform Commercial Code (as amended or lessor thereof or other applicable party thereto recodified from time to time, "UCC") Sections TCA 47-9-313 and (ii) such consent has not been obtainedTCA 47-9-402.

Security Interest. (a) As security for the payment Mortgagor hereby grants and performance assigns to Mortgagee as of the Obligations Effective Date (as defined in the New Security Project Loan Agreement), the Company hereby grants to each Secured Party ) a security interest in interest, to secure payment and mortgage to performance of all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Mortgagor now existing or owned at any time hereafter owns or acquired, developed or arising during the term of this Agreement has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, embedded software therein, wherever situated, which are or are to be incorporated into, used in connection with, ny-1258362 or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Property); all patents after acquired title, and patent applicationsall right, domestic title, interest and privileges of Mortgagor in and to all streets, ways, roads and alleys used in connection with or foreignpertaining to such real property, and together with all development rights or credits, air rights, water, water rights and water stock related to such real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all appurtenances, easements, rights and rights of way appurtenant or related thereto; all buildings, other improvements and fixtures now or hereafter located on the real property, including, but not limited to, all licenses apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property; together with all rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, notes, drafts, letters of credit, letter of credit rights, supporting obligations insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Property or any business now or hereafter conducted thereon by Mortgagor; all rights of Mortgagor under any interest rate hedge, cap, swap or similar agreement; all permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance premiums made by Mortgagor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee or another depository pursuant to the Project Loan Agreement or any other Loan Documents; all reserves, deferred payments, deposits, accounts, refunds and payments of any kind related to the Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateralfixture” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, this Mortgage constitutes a fixture filing under the New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), without ; and is to be recorded in the consent real estate records of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedcounty in which the Property is located.

Security Interest. (a) As security for the prompt, complete and indefeasible payment when due (whether at stated payment dates or otherwise) of all the Secured Obligations and performance in order to induce Lender to make the Loan(s) upon the terms and subject to the conditions of the Obligations (as defined in the New Security AgreementNote(s), the Company Borrower hereby conveys, mortgages, pledges, hypothecates and transfers to Lender for security purposes only, and hereby grants to each Secured Party Lender a security interest in and mortgage to all of the Company’s Borrower's right, title and interest in, to and under each of the following property, whether now existing or owned or acquired, developed or arising during (all of which being hereinafter collectively called the term of this Agreement (collectively, the “Intellectual Property "Collateral”"): (ia) all patents All Receivables; (b) All Equipment; (c) All Fixtures; (d) All General Intangibles; (e) All Inventory; (f) All other goods and patent applicationspersonal property of Borrower whether tangible or intangible and whether now or hereafter owned or existing, domestic leased, consigned by or foreignto, or acquired by, Borrower and wherever located; and (g) To the extent not otherwise included, all licenses relating to any Proceeds of each of the foregoing and all income accessions to, substitutions and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain namesreplacements for, and applications for registration rents, profits and products of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all each of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1; provided, however, the grant of a security interest as provided herein Collateral shall not extend toinclude that certain Software License Agreement, dated as of September 24, 1998, among 3Com Corporation and JD Technology, Inc. as Borrower's predecessor in interest therein, and the term “Intellectual Property Collateral” shall not includeany License, any general intangibles of the Company (whether owned Equipment lease, real property lease, Chattel Paper or held Contract to which Borrower is or becomes a party as licensee or lesseelicensee, or lessee other otherwise), to the extent that (ia) such general intangibles are License, Equipment lease, real property lease, Chattel Paper or Contract or property subject thereto is not assignable or capable of being encumbered as a matter of law or under the terms of the licenseLicense, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.agreement

Security Interest. (a) As security for To secure the payment full and timely payment, performance and satisfaction of the Obligations (as defined in the New Security Agreement)Secured Obligations, the Company hereby collaterally assigns to Secured Party, and grants to each Secured Party a security interest in and mortgage to in, all of the Company’s right, title and interest in, to and under the following property, whether now owned or hereafter existing or owned or acquired, developed or arising during the term regardless of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (where located including, without limitation, such patents all of the Company’s: Accounts; Chattel Paper, including Electronic Chattel Paper; Computer Hardware and patent applications Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing Commercial Tort Claims now or hereafter identified on Schedule 2.01(d) to this Agreement; Deposit Accounts; Documents; Financial Assets; General Intangibles; Goods (including all of its Equipment, Fix­tures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor); Instruments; Intellectual Property; Investment Property; Letter of Credit Rights; Money (of every jurisdiction whatsoever); Supporting Obligations; with respect to each Person (as described hereinafter defined) listed in Schedule A hereto)2.01(q) hereto and each other corporation hereafter acquired or formed by the Company, the Equity Interests from time-to-time issued and outstanding, including the certificates, if any, representing the Equity Interests and any interest of the Company in the entries on the books of the issuer thereof or any financial intermediary pertaining to the Equity Interests, together with all rights to s▇▇ for pastdividends, present cash, options, warrants, rights, instruments, distributions, returns of capital or future infringement principal, income, interest, profits and other property, interests (debt or equity) or proceeds as a result of a split, revision, reclassification, consolidation, merger or other like change of the Equity Interests or any issuer thereof, from time-to-time received, receivable or otherwise distributed to the Company in respect of or in exchange for any or all rights arising therefrom and pertaining thereto of the Equity Interests; all promissory notes or intercompany notes and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;certificates or instruments evidencing such promissory notes or intercompany notes; and (iia) to the extent not included in the foregoing, other personal property of any kind or description, together with all state (including common law)books, federal records, writings, data bases, information and foreign trademarksother property relating to, service marks and trade namesused or useful in connection with, URLs and domain namesor evidencing, and applications for registration of such trademarksembodying, service marks and trade names, URLs and domain names, all licenses relating incorporating or referring to any of the foregoing foregoing, and all income Proceeds, products, rents, issues, profits and royalties with respect to any licenses (including, without limitation, such marks, names returns of and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by from any of the aforementioned properties and assets; (iv) all general intangibles (as defined in foregoing; provided that to the UCC); and (v) all products and proceeds extent that the provisions of any lease or license of Computer Hardware and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Software or Intellectual Property Collateral expressly prohibit (which shall remain in effect until terminated in accordance with Section 16 hereof. (cprohibition is enforceable under applicable law) Notwithstanding the foregoing provisions of this Section 1assignment thereof, and the grant of a security interest as provided herein shall therein, the Secured Party will not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles enforce its security interest (other than in respect of the Company (whether owned or held Proceeds thereof) for so long as licensee or lesseesuch prohibition continues, or otherwise), to the extent it being understood that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms upon request of the licenseSecured Party, the Company will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of the Secured Party (and to Secured Party’s enforcement of such security interest) in the Company's rights under such lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedlicense.

Security Interest. Trustor hereby grants and assigns to Beneficiary as of the "Effective Date" (adefined in the Loan Agreement) As a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Trustor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property "Collateral”): "): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all patents rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and patent applicationscondemnation awards and proceeds, domestic any other rights to the payment of money, trade names, trademarks and service marks, in every case, arising from or foreignrelated to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Trustor; all licenses permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, security deposits, letters of credit, lease bonds and other deposit substitutes, credit enhancements, other like items, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable "fixture" under applicable law), without the consent this Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the licensor California Uniform Commercial Code, as amended or lessor thereof or other applicable party thereto recodified from time to time, and (ii) is acknowledged and agreed to be a "construction mortgage" under such consent has not been obtainedSections.

Security Interest. (a) As security for To secure the complete and timely payment and performance satisfaction of the Obligations (as defined in the New Security Agreement)all Obligations, the Company Assignor hereby assigns, mortgages and pledges to Assignee and grants to each Secured Party Assignee a security interest in in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale, to the extent permitted by law, all of the Companysuch Assignor’s right, title and interest in, in and to and under all of the following propertyfollowing, whether now existing or owned or acquired, developed existing and filed or hereafter acquired or arising during the term of this Agreement and filed (collectivelycollectively with items named in section 2.2, below, the “Intellectual Property Collateral”): (ia) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such the inventions and improvements described and claimed therein, and those patents listed on Exhibit “A”, attached hereto and patent applications as described in Schedule A hereto)made a part hereof, all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all (i) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; , (ii) all state (including common law)income, federal royalties, damages and foreign trademarks, service marks payments now and trade names, URLs hereafter due and/or payable under and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (thereto, including, without limitation, such marksdamages and payments for past or future infringements thereof, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights (iii) the right to s▇▇ sue for past, present or and future infringement or unconsented use infringements thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses (i)-(iv), are sometimes hereinafter individually and/or collectively referred to as defined the “Patents”); (b) copyrights, copyright registrations, copyright applications and all computer programs, operating systems, application systems, hardware or software of any nature whatsoever owned by Assignor, whether operational, under development or inactive, including all object codes, source codes, modules, technical manuals, user manuals, operating instructions and procedures, in-put and out-put formats, program listings, narrative descriptions, program flow charts, file layouts, report layouts, screen layouts and other documentation therefor (including internal notes, memoranda, status evaluations, marketing information and write-ups), and all improvements, modifications, enhancements, new releases and revisions thereof, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature; together with all tangible media upon which any of the UCCforegoing are recorded or encoded, including, without limitation, all chips, disks, tapes, film and paper; including, without limitation, the copyrights, copyrights registrations and copyrights applications listed on Exhibit “C” attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, and (c) the right to sue for past, present and future infringements thereof (all of the foregoing items are sometimes referred to herein collectively as the “Copyrights”); and (vc) all products material license agreements with any other party, whether Assignor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit “D” attached hereto and proceeds of any made a part hereof, and the right to prepare for sale, sell and advertise for sale all inventory now or hereafter owned by Assignor and now or hereafter covered by such licenses (all of the foregoingforegoing is hereinafter referred to collectively as the “Licenses”). (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Mortgagor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all patents the real property described on Exhibit A attached hereto and patent applications, domestic or foreign, all licenses relating incorporated by reference herein (to any the extent the same are not effectively made a part of the foregoing and real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all income and royalties with respect rents (to any licenses the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, such patents all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any interest rate swap agreement, or other interest rate hedge agreement of any type executed by and patent applications as described between Mortgagor and Mortgagee; all Contracts referenced in Schedule A heretoSection 5.16 below (including property management and leasing agreements), all architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs trademarks and domain namesservice marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by ▇▇▇▇▇▇▇▇▇; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and applications for registration additions and accessions to, any of such trademarksthe foregoing; together with all books, service marks records and trade names, URLs and domain names, all licenses files to the extent relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateralfixture” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, this Mortgage constitutes a fixture filing under the Uniform Commercial Code, as amended or recodified from time to time in the State of New Jersey (“UCC”), without and is acknowledged and agreed to be a “mortgage” under the consent UCC. For such purposes, the addresses of Mortgagor, as “debtor,” and Mortgagee, as “secured party,” are as set forth in Section 7.11 of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedMortgage.

Security Interest. (a) As security for To secure the payment and performance of all of the Obligations (as defined in the New Security Agreement)Obligations, the Company each Credit Party hereby grants to each Secured Party Lender a continuing valid first priority security interest (subject to Permitted Liens) in and mortgage to all of the Company’s its right, title and interest in, in and to and under the following all of its property, whether now existing or owned or acquired, developed hereafter acquired or arising during the term of this Agreement and wherever located including without limitation (collectivelyall such property, collectively the “Intellectual Property Collateral”): (i) all patents accounts, commercial tort claims, equipment, fixtures, general intangibles (including all payment intangibles), instruments, chattel paper (whether tangible or electronic), goods (including inventory, equipment, fixtures and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income accessions, additions, attachments, improvements, substitutions and royalties with respect to any licenses replacements), securities and all other investment property (including, without limitation, such patents certificated securities, uncertificated securities, and patent applications as described in Schedule A heretosecurity entitlements), all documents, deposit accounts, letter-of-credit rights, supporting obligations, any other contract rights or rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom insurance claims and pertaining thereto proceeds and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofmoney (as each term is defined in Article 9 of the UCC) of the foregoing; (ii) all state (including common law), federal and foreign trademarks, service marks and marks, trade names, URLs copyrights, patents, industrial designs, know-how, trade secrets, technology and domain namesother intellectual property recognized under applicable law (collectively, with all goodwill and applications for registration of such trademarksmoral rights therein, service marks “Intellectual Property”). (iii) all computer hardware and trade names, URLs and domain names, all licenses relating to any of the foregoing software and all income and royalties rights with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; and (iiiiv) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any as to all of the aforementioned properties and assets; foregoing, all additions, substitutions, dividends, distributions (iv) all general intangibles (as defined in the UCCform of cash, property, stock or other securities); and, proceeds and other rights related or in addition to the foregoing, and any and all cash and non-cash proceeds therefrom (the “Collateral Distributions”). (v) all products and proceeds Each Credit Party agrees to promptly, but in any event within ten (10) Business Days after receipt by such Credit Party (or such long period as Lender may agree in its sole discretion) of any and all portion of the foregoing. (b) This Agreement shall create a continuing Collateral Distributions valued in excess of $100,000 evidenced by promissory notes, tangible chattel paper or any investment property consisting of certificated securities, deliver the original thereof to Lender and any additional documentation reasonably requested by Lender to perfect and protect the security interest therein, and until such delivery such Credit Party shall hold the same in trust for Lender. Notwithstanding anything herein to the Intellectual Property contrary, the Collateral which shall remain grant provided in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein 2.9(a) shall not extend to, and the term “be construed as an assignment of any Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedProperty.

Security Interest. (a) As security for ▇▇ ▇ecure the prompt payment and performance to Buyer of all of the Obligations (as defined in the New Security Agreement)Obligations, the Company Seller hereby grants to each Secured Party Buyer a continuing lien upon and security interest in and mortgage to all of the Company’s right, title Seller's now existing or hereafter arising rights and interest in, to and under in the following propertyfollowing, whether now owned or existing or owned or hereafter created, acquired, developed or arising during the term of this Agreement arising, and wherever located (collectively, the “Intellectual Property "Collateral”"): (iA) all patents All accounts, receivables, contract rights, chattel paper, instruments, documents, investment property, letters of credit, bankers acceptances, drafts, checks, cash, securities, and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses general intangibles (including, without limitation, such patents all claims, causes of action, deposit accounts, guaranties, rights in and patent applications as described in Schedule A heretoclaims under insurance policies (including rights to premium refunds), all rights to s▇▇ for pasttax refunds, present or future infringement thereofcopyrights, all patents, trademarks, rights arising therefrom in and pertaining thereto under license agreements, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofother intellectual property); (iiB) all state (All inventory, including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating Seller's rights to any of the foregoing and all income and royalties returned or rejected goods, with respect to which Buyer shall have all the rights of any licenses unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, such marksamounts due Seller under this Agreement (including Seller's right of offset and recoupment); (D) All equipment, names machinery, furniture, furnishings, fixtures, tools, supplies and applications as described in Schedule B heretomotor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, whether registered or unregistered substitutions for, and wherever registeredreplacements of, all rights of the foregoing; (G) All books and records pertaining to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofof the foregoing; and (iiiH) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and All proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Intellectual Property Collateral which shall remain Seller's usual course of business. Seller agrees to sign UCC financing statements, in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toform acceptable to Buyer, and the term “Intellectual Property Collateral” shall not includeany other instruments and documents requested by Buyer to evidence, any general intangibles of the Company (whether owned or held as licensee or lesseeperfect, or otherwise)protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto Purchased Receivables and (ii) such consent has not been obtainedCollateral.

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary as of the date hereof a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Trustor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all patents the real property described on Exhibit A attached hereto and patent applications, domestic or foreign, all licenses relating incorporated by reference herein (to any the extent the same are not effectively made a part of the foregoing and real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all income and royalties with respect rents (to any licenses the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, such patents all acquisition agreements with respect to the Subject Property); all of Trustor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.18 below (including property management and patent applications as described in Schedule A heretoleasing agreements), all architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs trademarks and domain namesservice marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Trustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and applications for registration additions and accessions to, any of such trademarksthe foregoing; together with all books, service marks records and trade names, URLs and domain names, all licenses files to the extent relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateralfixture” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, this Deed of Trust constitutes a fixture filing under the California Uniform Commercial Code, as amended or recodified from time to time (“UCC”), without and is acknowledged and agreed to be a “construction mortgage” under the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedUCC.

Security Interest. (a) As security for the full, prompt and complete payment and performance by you of all of your obligations to the us under this Agreement or otherwise including all costs, expenses, advances and liabilities which may be incurred by us in connection with this Agreement, including reasonable attorneys' fees to enforce the rights of the Obligations Franchisor under this Agreement (as defined the "Secured Obligations"), you grant to us a first priority security interest under the applicable Uniform Commercial Code in the New Security Agreement), state in which the Company hereby grants to each Secured Party Franchised Business is located and a security interest under any other applicable law in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): Business Assets. You will: (i) sign any financing statements (including the form attached as Exhibit G to the FOC) or renewals, substitutions or corrections or other documents, or provide any document, and pay all patents connected costs necessary to perfect the security interest granted in this Section against the rights or interest of third parties and patent applicationsyou appoint us as your true and lawful attorney, domestic and in its name, place and stead, to make, sign, acknowledge and file all documents, instruments and forms, whether notarized or foreignotherwise, all licenses relating which in the opinion of our counsel, are reasonably required to perfect the security interest granted in this Section; (ii) except in the ordinary course of its business, not sell, transfer, assign, mortgage, encumber or otherwise dispose of, or create, assume, or suffer to exist any security interest (other than as created under this Agreement) in any of the foregoing Business Assets; and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) at all times keep accurate and complete records of the entire goodwill Business Assets at its place of business and we or associated with any of out agents have the businesses now right to call at your place of business at intervals we determine, and, without hindrance or hereafter conducted delay, to inspect the Business Assets and to inspect, audit, check and make copies and extracts from the books, records, journals, orders, receipts, magnetic computer disks and records, correspondence and other data relating to the Business Assets. Upon the occurrence of any Event of Default, we may declare the Secured Obligations, or any of them immediately due and payable without demand or notice, and we may proceed to exercise any one or more of the rights or remedies afforded by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds applicable Uniform Commercial Code or other applicable law of any jurisdiction, and any other remedies or right provided in this Agreement, all of the foregoingwhich may be exercised, cumulatively or consecutively in our sole discretion. (b) This Agreement shall create a continuing security interest Upon an occurrence of an Event of Default, we will send you notice and, upon the sending of the notice, we have the right to notify all of your account debtors obligated on any or all of the accounts receivable to make payment thereof directly to us. Moreover, we have the right to enforce and collect all amounts due with respect to the accounts receivable for purposes of satisfying the Secured Obligations. You constitute and appoint us as your lawful attorney-in-fact, and in your place and stead, with full power of substitution either in our name (i) to ask for, demand, sue for, collect, receive, receipt and give acquittance for any of ▇▇▇ accounts receivable; (ii) to endorse checks, drafts, orders and other instruments for payment of monies payable with respect to the Intellectual Property Collateral which shall remain in effect until terminated in accordance accounts receivable; and (iii) to settle, compromise, extend the date for payment, prosecute or defend any action or proceeding with Section 16 hereofrespect to the accounts receivable, all without notice or consent to you and without discharging or affecting your obligations under this Agreement. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a We agree to subordinate our security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that : (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and landlord's lien; (ii) such consent has not been obtainedthe security interest of a reputable institutional lender for a loan to you for working capital purposes; (iii) the purchase money security interest of an approved equipment vendor for any equipment you purchase or lease and use in the operation of your Healthy Bites Grill Franchise; or (iv) the purchase money security interest of a supplier of approved products sold at your Healthy Bites Grill Franchise. You pay all filing fees and costs for perfecting our security interest.

Security Interest. (a) As Grantor hereby grants and assigns to Bank a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightObligations, title and interest in, to and under in all of the following property, whether described personal property in which Grantor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the land described in Exhibit “A” attached to the Security Deed or (ii) any existing or future improvements on the real property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all patents rents and patent applicationssecurity deposits derived from the Subject Property; all inventory, domestic accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, general intangibles, payment intangibles, software, chattel paper (whether electronic or foreigntangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing, operation, sale or disposition of the Subject Property or any business now or hereafter conducted thereon by Grantor; all licenses development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Bank relating to the Subject Property, whether or not disbursed; all funds deposited with Bank pursuant to any loan agreement relating to the Subject Property; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for In consideration of extensions of credit by the payment and performance of Lender to the Obligations (as defined in the New Security Agreement)Borrowers, the Company receipt of which is hereby grants acknowledged, the Borrowers hereby grant to each Secured Party the Lender a security interest in and mortgage to all of the Company’s Borrowers right, title and interest in, in and to and under the following property, whether now existing or owned or acquired, developed or arising during property (the term of this Agreement (collectively, the “Intellectual Property "Collateral”"): (a) All of the Borrowers' inventory, including, without limitation: (i) all patents raw material, goods and patent applicationswork in process, domestic or foreignparts, all licenses relating to any of the foregoing components, assemblies, supplies and all income and royalties with respect to any licenses materials (including, without limitation, such patents wrapping, advertising, packaging and patent applications as described in Schedule A heretoshipping materials), all rights to s▇▇ for past, present used or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; consumed in the Borrowers' business; (ii) all state goods, wares and merchandise, finished or unfinished, held for sale or leased or furnished to be furnished under contracts of service or used or consumed by the Borrowers' business; (including common law)iii) all goods returned to, federal repossessed or stopped in transit by or on behalf of the Borrowers; and foreign trademarks, service marks (iv) all rights of reclamation and trade names, URLs stoppage in transit and domain names, and applications for registration rights of such trademarks, service marks and trade names, URLs and domain names, an unpaid seller of merchandise or services (all licenses relating to any of the foregoing collectively being referred to as "Inventory"); (b) All of the Borrowers' accounts and all income and royalties with respect to any licenses accounts receivable (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ payment for pastgoods sold or leased or for services rendered which are not evidenced by an instrument or chattel paper), present instruments, documents, contracts, securities, credits, documents, letters of credit, chattel paper, notes, bills, drafts, acceptances, chooses in action and causes of action (whether arising in contract, tort as otherwise and whether or future infringement or unconsented use thereofnot currently in litigation) and all other debts, obligations and liabilities in whatever form owing to the Borrowers' documents of title, warehouse receipts, leases, investment accounts, deposit accounts, cash, money, contract rights, dividends, distributions, judgements, covenants, licenses, franchises, warranties, indemnities, partnership and joint venture interests and other rights, including all rights arising therefrom and pertaining thereto and to the payment of money (all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assetsforegoing collectively being referred to as "Accounts"); (ivc) All of the Borrowers' machinery, equipment, supplies, furnishings, tools, tooling, jigs, dies, fixtures, manufacturing implements, motor vehicles and trailers and all general intangibles other personal property (all of the foregoing collectively being referred to as defined in the UCC"Equipment"); and (vd) All of the Borrowers' patents, patent applications, trademarks, service marks, trade names and the good will associated therewith, trademark applications, technical knowledge and processes, blue prints, technical specifications, copyrights, copyright applications, trade secrets, and all products other general intangibles, including, without limitation, customer lists, computer programs, computer records and proceeds discs, computer data, software, intellectual property, tax refunds, tax refund claims, and all letters of credit, guarantees, claims, security interests or other security held by or granted to the Borrowers to secure payment due to the Borrowers, and all 119 embodiments of any and of the foregoing (all of the foregoing. (b) This Agreement shall create a continuing security interest foregoing collectively being referred to as "General Intangibles"). The Collateral includes all items described above in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section Paragraph 1, the grant of a security interest as provided herein shall not extend towhether now owned or hereafter at any time acquired by any Borrower and wherever located, and the term “Intellectual Property Collateral” shall not includes all replacements, additions, accessions, substitutions, repairs, guaranties and securities therefor, proceeds and products relating thereto or therefrom, and all documents, records, ledger sheets and files of any Borrower relating thereto. Proceeds hereunder include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that : (i) such general intangibles are not assignable whatever is now or capable of being encumbered as a matter of law or under hereafter received by any Borrower, in whatever form, upon the terms of the licensesale, lease exchange, collection or other agreement applicable thereto (but solely to the extent that disposition of any item of Collateral, whether such restriction shall be enforceable under applicable law)proceeds constitute Inventory, without the consent of the licensor Accounts, General Intangibles or lessor thereof or other applicable party thereto and Equipment; (ii) any such consent has not been obtaineditems which are now or hereafter acquired by any Borrower with any proceeds of the Collateral; and (iii) any insurance now or hereafter payable by reason of loss or damage to any item of Collateral or any proceeds hereof, and all unearned refund premiums and dividends which may become payable under such policies of insurance and loss payments under such policies, which shall reduce the unearned premiums.

Security Interest. (a) As security for the payment and performance or other satisfaction of all Obligations, Borrower hereby grants to Secured Party a continuing security interest in all of the Obligations personal property of Borrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located, including, without limitation, the following: (a) all Accounts and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory; (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Investment Property; (f) all Deposit Accounts, bank accounts and all deposits and cash; (g) all Letter of Credit Rights; (h) all Commercial Tort Claims set forth on Exhibit A hereto, as such Exhibit A may be amended from time to time; (i) any other property of Borrower now or hereafter in the possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of Secured Party or any participant with Secured Party in the Loans (as defined in the New Security Credit Agreement), for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the Company hereby grants to each Secured Party a security interest in foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and mortgage to all of the CompanyBorrower’s right, title books and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses records relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications Borrower’s business. Except as described in Schedule A hereto)defined herein, all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of terms used above shall have the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined meanings provided in the UCC); and (v) all products and proceeds of any and all of New York Uniform Commercial Code. Notwithstanding the foregoing. (b) This Agreement shall create a continuing , the security interest granted herein and/or in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein Credit Agreement shall not extend to, to and the term “Intellectual Property "Collateral” " shall not include, include the following (“Excluded Property”) (i) any general intangibles of the Company (whether owned or held as licensee or lesseelessee or otherwise including, for the avoidance of doubt, leasehold interests as lessee or otherwisesublessee under real property leases and subleases) to the extent that the granting of a security interest therein would be contrary to applicable law or create a default under any agreement governing such property, right or license (but only if such restrictions are enforceable as a matter of law); (ii) any equipment financed by another lender or lessor under documentation that prohibits the granting of a second lien thereon executed prior to the date of this Agreement or which is subject to a Permitted Lien; (iii) any intent-to-use trademarks, prior to the filing of a “Statement of Use” with respect thereto if and solely to the extent that (iand so long as) any such intent-to-use trademark application would be rendered void by the attachment or creation of a security interest in the right, title or interest of Borrower therein); and (iv) more than 65% of the presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Subsidiary of Borrower organized in a jurisdiction other than the United States, which shares entitle the holder thereof to vote for directors or any other matter provided, however, that the foregoing exclusions shall not apply in any case if (x) such general intangibles are not assignable prohibition has been waived or capable such other Person has otherwise consented to the creation hereunder of being encumbered as a matter Lien and security interest in such assigned contract, General Intangible, instrument, license, chattel paper, property or asset, or (y) such prohibition, or the term that relates or gives rise thereto, would be rendered ineffective pursuant to any of law Sections 9-406, 9-407, 9-408 or under the terms 9-409 of Article 9 of the licenseUniform Commercial Code, lease as applicable and as then in effect in any relevant jurisdiction, or any other agreement applicable thereto law (but solely to including the extent Bankruptcy Code) or principles of equity; provided, further, that any Excluded Property shall not include (1) Proceeds (as such restriction shall be enforceable under applicable lawterm is defined in the UCC), without substitutions or replacements of any Excluded Property referred to in the consent of the licensor or lessor thereof or other applicable party thereto foregoing clauses (i), (ii), (iii) and (iv), unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Property referred to in the foregoing clauses (i), (ii), (iii) such consent has not been obtainedand (iv), and (2) any Account, Inventory or interest in any deposit account.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement), the Company Debtor hereby grants to each Secured Party a second priority security interest (junior and subordinate only to the Senior Security Agreement) in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now owned or existing or owned hereafter arising or acquired, developed acquired and wherever arising or arising during located (such property being hereinafter sometimes called the term of this Agreement (collectively, the “Intellectual Property "Collateral”"): (ia) all patents of its accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, promissory notes, deposit accounts, funds on deposit with Secured Party, investment property, investment securities, financial assets, letter of credit rights, electronic chattel paper, software, supporting obligations, payment intangibles, commercial tort claims and patent applicationsall other personal property, domestic whether now owned or foreignhereafter acquired, including without limitation, all licenses lease receivables and note receivables, all cash, notes, drafts and acceptances arising therefrom, all returned and repossessed goods arising from or relating to any such accounts, or other proceeds of the foregoing any sale, lease or other disposition of inventory, all tradenames, trademarks, patents and other licenses, and all income proceeds (including insurance proceeds) and royalties with respect to any licenses products thereof; (b) all of its inventory, whether now owned or hereafter acquired, including, without limitation, such patents all raw materials, goods in process, finished goods and patent applications as described other tangible personal property held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in Schedule A hereto)Debtor's trade or business and all additions, all rights to s▇▇ for pastaccessions, present or future infringement thereofsubstitutions, all rights arising therefrom attachments and pertaining replacements thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties contracts with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions documents of title evidencing or representing any part thereof and renewals all products and proceeds (including insurance proceeds) thereof; and (iiic) the entire goodwill all of or associated with the businesses its machinery, equipment, rolling stock, furniture, fixtures and personalty of every nature and description, whether now owned or hereafter conducted by the Company connected with acquired, and symbolized by any of the aforementioned properties all appurtenances, accessions and assets; (iv) additions thereto and substitutions and replacements therefor, wheresoever located, including all general intangibles (as defined tools, parts and accessories used in the UCC); and (v) connection therewith, and all products and proceeds of any and all of the foregoing. thereof (b) This Agreement shall create a continuing security interest including insurance proceeds). All terms used herein that are defined in the Intellectual Property Collateral which Uniform Commercial Code as adopted in the State of Texas shall remain have the meanings specified in the Uniform Commercial Code as adopted by the State of Texas as in effect until terminated in accordance with Section 16 hereoffrom time to time (the "UCC"). (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. As collateral security for payment in full by the Debtor of all amounts when due under the Note and the other obligations to be performed under this Security Agreement and the Note (collectively, the "OBLIGATIONS"), Debtor hereby pledges, assigns and grants to the Secured Party a continuing first priority security interest, subject only to that certain Promissory Note and Security Agreement, each dated as of March 21, 2002 by and between Debtor and Olive Enterprises, Inc., in and lien on the following, whether now owned or hereafter acquired, (the "COLLATERAL"): (a) As security for the payment and performance of the Obligations (Equipment as defined in the New Security AgreementUCC, including without limitation, equipment in all of its forms, wherever located, all machinery and other goods, furniture, furnishings, fixtures, office supplies and other tangible personal property and all parts thereof and all accessions thereto, including, without limitation, office, kitchen and restaurant furniture and furnishings, ovens, refrigeration and other food storage devices, computers, cash registers and credit card processing devices, motor vehicles and other machinery and equipment (whether utilized in the kitchen, restaurant or otherwise), together with all parts, fittings, special tools, alterations, substitutions, replacements and accessions thereto; (b) Inventory as defined in the Company hereby grants to each Secured Party a security interest UCC, including without limitation, all inventory, food, food stuffs, wines, liquors and all other beverages, in and mortgage to all of its forms, all linens, crystal, glassware, barware, stemware, silverware, china, dishes, cups, saucers, pots, pans, utensils and all other items of personal property used or usable in the Company’s rightoperation of the business of the Debtor, title all paper products, menus, maintenance, janitorial and interest incleaning and other operating supplies and equipment, to other supplies, labels, ▇▇▇▇ checks and under sales and promotional materials and brochures, wherever located; (c) Accounts as defined in the following propertyUCC, including without limitation, all accounts, accounts receivable, contract rights, chattel paper, electronic chattel paper, letter of credit rights, instruments, acceptances, drafts, and other obligations of any kind, now or hereafter existing, whether now existing or owned not arising out of or acquiredin connection with the sale or lease of goods or the rendering of services, developed or arising during the term of this Agreement (collectivelytogether with all ledger sheets, the “Intellectual Property Collateral”): (i) all patents files, records and patent applications, domestic or foreign, all licenses documents relating to any of the foregoing foregoing, (collectively, the "RECEIVABLES"), and all income rights now or hereafter existing in and royalties with respect to all security agreements, leases, and other contracts securing or otherwise relating to any licenses such Receivables other than contracts or agreements which by their terms expressly prohibit the granting of a lien, charge, security interest or encumbrance (collectively, a "LIEN"). The term "Receivables" shall also include, but not be limited to, the right to receive the proceeds, cash or other consideration received in connection with the Company's sale, transfer, assignment or disposition of its operations in ▇▇▇▇ County, California. (d) All rights under all contracts and agreements to which the Debtor is a party (other than contracts or agreements which by their terms expressly prohibit the granting of a Lien and security interest thereon); (e) All right, title and interest, in, to and under, any accounts or deposit accounts maintained by the Debtor at any bank or other financial institution; (f) General intangibles as defined in the UCC, including without limitation, payment intangibles, software, good will and tax refunds; (g) All other personal property of the Debtor, including, without limitation, such patents all other goods, documents, instruments, general intangibles, money, accounts and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;chattel paper; and (iih) all state (including common law), federal All documents and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration documents of such trademarks, service marks and trade names, URLs and domain names, all licenses title relating to or covering any of the foregoing or any other assets; and (i) All products and all income and royalties with respect to proceeds of any licenses (of the foregoing, including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registeredinsurance proceeds, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom payments and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated other distributions with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoingrespect thereto. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement)Mezzanine Loan Obligations, the Company Pledgor hereby grants to each Secured Party Mezzanine Lender a continuing first-priority security interest in in, Lien on and mortgage right of set-off against, and hereby assigns to Mezzanine Lender as security, all of the Company’s Pledgor's right, title and interest interest, if any, in, to and under the following propertyproperty and interests in property (save insofar as otherwise expressly excluded by the terms of this Agreement), whether now existing or owned or acquired, developed hereafter acquired or arising during the term of this Agreement existing and wherever located (collectively, the “Intellectual Property Collateral”"COLLATERAL"): (i) all patents of Pledgor's right, title and patent applicationsinterest in and to all of the issued and outstanding shares of the Corporations and Pledgor's equity interests in the Corporations, domestic or foreignincluding, for the avoidance of doubt, all licenses relating to voting rights connected therewith or related thereto, and the certificates, if any, representing any of the foregoing (collectively, the "STOCK INTERESTS") together with all instruments of transfer in respect of such interests in the form of EXHIBIT A attached hereto, executed in blank, all cash, securities, dividends, Proceeds and other property whether constituting Investment Property, Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofof the Stock Interests; (ii) all state (including common law)of Pledgor's right, federal title and foreign trademarksinterest in and to all of the issued and outstanding limited liability company interests of the LLCs and Pledgor's equity interests in the LLCs, service marks and trade namesincluding, URLs and domain namesfor the avoidance of doubt, all voting rights connected therewith or related thereto, and applications for registration of such trademarksthe certificates, service marks and trade namesif any, URLs and domain names, all licenses relating to representing any of the foregoing and (collectively, the "LLC INTERESTS") together with all income and royalties with instruments of transfer in respect to any licenses (includingof such interests, without limitation, such marks, names and applications as described executed in Schedule B hereto), whether registered or unregistered and wherever registeredblank, all rights cash, securities, dividends, Proceeds and other property whether constituting Investment Property, Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to s▇▇ for pasttime received, present receivable or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill otherwise distributed in respect of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of exchange for any and all of the foregoing.LLC Interests; (iii) all of Pledgor's right, title and interest in and to all of the outstanding limited and general partnership interests of the Partnerships and Pledgor's equity interests in the Partnerships, including, for the avoidance of doubt, all voting rights connected therewith or related thereto, and the certificates, if any, representing any of the foregoing (collectively, the "LP INTERESTS") together with all instruments of transfer in respect of such interests, executed in blank, all cash, securities, dividends, Proceeds and other property whether constituting Investment Property, Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the LP Interests; (b) This Agreement shall create a continuing security interest to the extent not included in clause (a) above, any and all rights and remedies of Pledgor under any of the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof.Organizational Documents of the Corporations, the LLCs or the Limited Partnerships, as applicable, including the right to enforce any and all representations, warranties, covenants, obligations, agreements and indemnities of any party thereto made to or for the benefit of, or that otherwise inure to the benefit of, Pledgor; (c) Notwithstanding all securities hereafter delivered to Mezzanine Lender in substitution for or in addition to any and all of the foregoing provisions Collateral, and all certificates and instruments representing or evidencing such securities and all cash, securities, dividends, Proceeds and other property at any time and from time to time received, receivable or otherwise distributed in respect of this Section 1or in exchange for any or all of the Collateral; (d) all additional shares of the Corporations, all additional limited liability company interests of the grant LLCs and all additional limited and general partnership interests of a security the Partnerships or other equity interest of any issuer, as provided herein shall not extend toapplicable, from time to time acquired by Pledgor in any manner, and the term “Intellectual Property Collateral” shall not include, any general intangibles certificates (if any) representing such additional shares of the Company Corporations, additional limited and general liability company interest of the LLCs or additional limited and general partnership interest of the Partnerships or other equity interest, as applicable (whether owned or held as licensee or lessee, or otherwiseall of which shall constitute part of the Pledged Interests), and all options, warrants, dividends, cash instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares of the Corporations, limited liability company interests of the LLCs and/or limited and general partnership interest in the Partnerships or other equity interest, as applicable; (e) all books and records (including credit files, computer programs, printouts and other computer materials and records) of Pledgor pertaining to any of the Collateral; (f) all of Pledgor's right, title and interest in and to the extent that profits and losses of the Corporations, the LLCs and the Partnerships, and Pledgor's right (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms shareholder of the licenseCorporations, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) as a limited partner of the Partnerships, and (iii) as a member of the LLCs, in each case, to receive distributions of the assets of the Corporations, the LLCs, and the Partnerships, as the case may be, upon complete or partial liquidation or otherwise; (g) all cash and non-cash Proceeds and products of the Collateral, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed when Collateral or Proceeds are sold, leased, collected, exchanged or otherwise disposed of, whether such consent has not been obtaineddisposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto; (h) all of Pledgor's right, title and interest in and to any loans made by Pledgor to the Corporations, the LLCs or the Partnerships, including the right to receive repayment of such loans; and (i) all Accounts, Investment Property relating to the Collateral, Documents, General Intangibles, and Instruments of Pledgor, and all Proceeds of the foregoing.

Security Interest. (a) As Grantor hereby grants and assigns to Grantee as of the date hereof a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Grantor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all patents the real property described on Exhibit A attached hereto and patent applications, domestic or foreign, all licenses relating incorporated by reference herein (to any the extent the same are not effectively made a part of the foregoing real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all income and royalties with respect rents (to any licenses the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, such patents all acquisition agreements with respect to the Subject Property); all of Grantor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.18 below (including property management and patent applications as described in Schedule A heretoleasing agreements), all architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs trademarks and domain namesservice marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Grantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Grantee, whether or not disbursed; all funds deposited with Grantee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and applications for registration additions and accessions to, any of such trademarksthe foregoing; together with all books, service marks records and trade names, URLs and domain names, all licenses files to the extent relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for payment of the payment Lease Payments and Assumed Liabilities and any other amounts due under this Lease and performance of all obligations under this Lease by Lessee, the Obligations (as defined Lessee grants Lessor a first priority security interest in the New Security AgreementHome Health License, the Assets, including any Replacement Assets (the "Leased Assets"), and the Company hereby Inventory. Lessee further grants to each Secured Party a security interest in and mortgage to all other assets of the Lessee (the "Other Assets"), whether now owned or hereafter acquired, including without limitation the following (all of the Company’s rightLeased Assets and Other Assets being hereinafter called the "Collateral"), title and Lessor acknowledges it shall not have first priority security interest inin the portion of the Collateral constituting Other Assets: all personal and fixture property of every kind and nature including without limitation all goods (including inventory, to equipment and under any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the following letter of credit is evidenced by a writing), securities and all other investment property, whether now existing supporting obligations, any other contract rights or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for pastthe payment of money, present or future infringement thereof, all rights arising therefrom insurance claims and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain namesproceeds, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (including all payment intangibles). The Lessee hereby irrevocably authorizes the Lessor at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any financing statements and amendments thereto that (a) indicate the Collateral (i) as defined all assets of the Lessee or words of similar effect, regardless of whether any particular asset comprised in the UCC); and (v) all products and proceeds Collateral falls within the scope of any and all Article 9 of the foregoing. Uniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) This Agreement shall create provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Lessee is an organization, the type of organization and any organizational identification number issued to the Lessee and, (ii) in the case of a continuing financing statement filed as a fixture filing a sufficient description of real property to which the Collateral relates. The Lessee agrees to furnish any such information to the Lessor promptly upon the Lessor's request. To further the attachment, perfection and priority of, and the ability of the Lessor to enforce, the Lessor's security interest in the Intellectual Property Collateral which shall remain Collateral, and without limitation on the Lessee's other obligations in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1Agreement, the grant of Lessee agrees, in each case at the Lessee's expense, to take such Collateral as required to ensure that the Lessor maintains a security interest in the Collateral. Lessee agrees that Lessor shall hold and possess a first priority security interest in the Home Health License, the Assets and the Inventory during the Term of the Lease (as provided herein hereinafter defined) and until all obligations under this Lease have been irrevocably paid in full. Lessee agrees and acknowledges that Lessor has acquired a secured interest in the cash collateral of the estate as governed by 11 USC ss. 363 pursuant to this Section 3 and will not use any cash of the estate or income generated by the Home Health License without the written consent of Lessor, if Lessee files a petition under Title 11 of the United States Code, hereinafter the "Bankruptcy Code". If Lessee files a petition under the Bankruptcy Code or under any other similar federal or state law, Lessee unconditionally and irrevocably agrees that Lessor shall not extend tobe entitled, and Lessee hereby unconditionally and irrevocably consents, to relief from any automatic stay so as to allow Lessor to exercise its rights and remedies under this Agreement with respect to the term “Intellectual Property rights and property subject to the security interests, including taking possession of said Collateral” . In such event, Lessee hereby agrees that it shall not includenot, in any general intangibles manner, oppose or otherwise delay any motion filed by Lessor for relief from the automatic stay. Lessor's enforcement of the Company (whether owned right granted herein for relief from the automatic stay is subject to the approval of the bankruptcy court in which the case is then pending. Lessee represents to Lessor that it has considered and evaluated the prospects and feasibility of the reorganization of its business under Chapter 11 of the Bankruptcy Code, including the sale of the business, the sale of all or held as licensee or lesseesubstantially all of its assets, the restructuring of its assets and liabilities, and a liquidation. Lessee represents to Lessor that, based on the foregoing consideration and evaluation, if Lessee is unable to comply with, or otherwise)otherwise defaults under this Lease, Lessee will not then have any realistic prospect of an effective reorganization. If Lessee files a petition under the Bankruptcy Code or under any other similar federal or state law, Lessee hereby unconditionally and irrevocably agrees that it shall not, in any manner, oppose or challenge any assertion by Lessor that Lessee does not have any realistic prospect of an effective reorganization unless, and only to the extent that, there has been a material change or material changes in the circumstances of Lessee from the date hereof, which was or were not contemplated by or in this Lease. It shall be presumed that (i) there has not been a material change in the circumstances of Lessee unless each and every such general intangibles are not assignable or capable change is specifically identified by Lessee and supported with adequate and competent evidence thereof. However, in the event that Lessee does file a petition in bankruptcy, Lessee agrees to execute all documents necessary and to take all such further actions as may be required to transfer the Home Health License and Assets to Lessor. Lessee further agrees to provide Lessor with any and all reasonable assurances of being encumbered as a matter its security that Lessor may request, including the execution of law or under documents acknowledging Lessor's security interests and the terms provision of the licenseLessee's, lease or other agreement applicable thereto (but solely to the extent Guarantor's and Parent's financial statements, provided that any such restriction shall be enforceable request is made during the Term of this Lease (as hereinafter defined) unless all obligations under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has this Lease have not been obtainedirrevocably paid and satisfied in full in which case this obligation shall extend until such time as all obligations under this Lease have been irrevocably paid and satisfied in full.

Security Interest. Debtors hereby grant to Secured Party continuing security interests in the following property, wherever located, now owned or hereafter acquired, and all proceeds, products, additions, accessions, substitutions, replacements, parts, accessories and returns thereof or thereto or used in conjunction therewith (hereinafter referred to collectively as "Collateral"), to secure the payment of Debtors' indebtedness to Security Party represented by the Secured Promissory Note dated April 25, 1997, as well as future goods and services provided, whether promissory note, trade acceptance, open account, guarantee or otherwise, arising after this Agreement or any other future agreement between the parties, together with interest on and renewals and extensions of time of said obligations (hereinafter referred to as "Indebtedness") until the Secured Promissory Note above is paid in full. The security interest is junior to the security interest on Exhibit A, as well as to any replacement financing therefor the amount owed to Foothill as of April 25, 1997. (a) As security for All present and future deposit accounts, accounts contracts, contract rights, instruments, documents, chattel paper, open accounts receivable, book debts, notes, general intangibles, choses in action, tax refunds, and insurance proceeds, any other obligations or indebtedness owed to Debtors from whatever source arising; all rights of Debtors to receive any payments in the payment and performance money or kin; all guaranties of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a foregoing and security interest in and mortgage to therefor; all of the Company’s right, title and interest inof Debtors in and with respect to the goods, services, or other property that gave rise to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to that secure any of the foregoing and insurance proceeds relating thereto, and all income the rights of Debtors as an unpaid seller of goods and royalties with respect to any licenses (services, including, without limitationbut not limited to, such patents the rights of stoppage in transit, replevin, reclamation and patent applications as described in Schedule A hereto)resale, all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing., whether now owned or existing or hereafter created or acquired; (b) This Agreement shall create a continuing security interest All goods, merchandise, and other personal property now owned or hereafter acquired by Debtors that is held for sale or lease, or are furnished or to be furnished under any contract of service or are raw materials, work-in-progress, supplies, or materials used or consumed in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof.Debtors' business wherever located, and all products thereof, and all substitutions, replacements, additions, or accessions therefor and thereto: (c) Notwithstanding All machinery, equipment, furniture and fixtures now owned or hereafter acquired by Debtors, and used or acquired for use in the foregoing provisions business of this Section 1Debtors, together with all accessions thereto and all substitutions and replacements thereof and parts therefor; (d) All cash or non-cash proceeds of any of the grant of a security interest as provided herein shall foregoing, including insurance proceeds; and (e) All ledger sheets, files, records, documents, and instruments (including, but not extend limited to, computer programs, tapes, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned related electronic data processing software) evidencing an interest in or held as licensee or lessee, or otherwise), relating to the extent that above. (f) All patents, patent applications, copyrights, royalties and licenses. (g) All Goodwill, names, service marks, drawings, trademarks, blueprints, trade names, trade search and customer lists. (h) Printing plates. (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under Any and all contract rights and/or agreements and/or licenses from all sources pursuant to which Debtors have the terms of the license, lease or other agreement applicable thereto (but solely right and authority to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto market and (ii) such consent has not been obtainedsell posters and/or buttons.

Security Interest. (a) As security for In order to secure full and prompt payment of the payment fees and other charges to be paid by Franchisee to Pretzel Time, and to secure performance of the Obligations (as defined other obligations and covenants to be performed by Franchisee, under this Agreement, Franchisee hereby grants Pretzel Time a valid and effectual security interest in, lien upon, and right of set off against all of Franchisee's interest in the New Security Agreement)improvements, fixtures, inventory, goods, appliances and equipment now or hereafter owned and located at the Company hereby grants Unit (whether annexed to each Secured Party a security interest the Premises or not) or used in connection with the business conducted at the Unit, including, without in any manner limiting the generality of the foregoing, all machinery, materials, appliances and mortgage fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, for ventilating, cooling or sanitary purposes, for the exclusion of vermin or insects and for the removal of dust, refuse or garbage; all engines, machinery, ovens, refrigerators, freezers, furnaces, partitions, doors, vaults, sprinkling systems, light fixtures, fire hoses, fire brackets, fire boxes, alarm systems, brackets, screens, floor tile, linoleum, carpets, plumbing, water systems, appliances, walk-in refrigerator boxes, cabinets, dishwashers, stoves, set-up tables, rolling counters, kitchen ranges, display counters and shelves, humidified cabinets, computers and computer software, and other equipment and installations; all other and further installations and appliances; all raw materials, work in process, finished goods and all inventory; and all replacements thereof, attachments, additions and accessions thereto, and products and proceeds thereof in any form, including but not limited to insurance proceeds and any claims against third parties for loss or damage to or destruction of any or all of the Company’s right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement foregoing (collectively, the “Intellectual Property "Collateral”): (i) all patents "). Without the prior written consent of Pretzel Time, Franchisee agrees that no lien upon or security interest in the Collateral or any item thereof will be created or suffered to be created and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties that no lease will be entered into with respect to any licenses (includingitem of Collateral. Franchisee will not sell or otherwise dispose of any item of Collateral, or remove any Collateral from the Premises, unless the same is replaced by a similar item of equal or greater value, and except for the sale of inventory in the ordinary course of business, without limitationthe prior written consent of Pretzel Time. Franchisee agrees to give to Pretzel Time advance notice in writing of any proposed change in Franchisee's name, identity or structure and not to make any such patents change without the prior written consent of Pretzel Time and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated compliance with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1Agreement. Franchisee agrees to execute for filing such financing statements and continuation statements as Pretzel Time may require from time to time. Pretzel Time agrees to pay all filing fees, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) including fees for filing continuation statements in connection with such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedfinancing statements.

Security Interest. (a) As collateral security for the prompt performance and payment and performance in full of the Obligations (as defined indebtedness evidenced by this Note, including accrued and unpaid interest and costs of collection and any other charges due in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement connection herewith (collectively, the “Intellectual Property "Obligations"), the Corporation hereby grants to the Lender a continuing security interest in all assets now or hereafter owned or acquired by the Corporation, and any accessions or substitutions thereto, including without limitation the following (collectively, the "Collateral”): (i) "): All inventory of the Corporation; all patents goods and equipment of the Corporation; all accounts receivable of the Corporation; all real property of the Corporation; all contract rights of the Corporation; all other rights of the Corporation to the payment of money, amounts due under factoring agreements, tax refunds and insurance proceeds; all interests of the Corporation in goods as to which an account receivable shall have arisen; all files, records and writings of the Corporation or in which it has an interest in any way relating to the foregoing property; all deposit accounts, investment property, instruments, documents of title, policies and certificates of insurance, securities, promissory notes, chattel paper, deposits, cash or other property owned by the Corporation or in which it has an interest; all general intangibles of the Corporation including without limitation good will, trade secrets, trade names, trademarks, URLs, patents, patent applications, domestic or foreign, all licenses relating applications and any rights of the Corporation to retrieval from third parties of electronically processed and recorded information pertaining to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration types of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofCollateral; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds and products of any and all of the foregoing. (b) This Agreement . The Corporation shall create a continuing security interest cooperate with the Lender in preparing and filing one or more UCC-1 financing statements or other financing notices complying with the Intellectual Property Collateral which requirements of applicable law and otherwise in form approved by the Lender; and shall remain do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Lender may reasonably require more completely to vest in effect until terminated and assure to the Lender its rights hereunder or in accordance with Section 16 hereof. (c) Notwithstanding any of the foregoing provisions Collateral. Upon the happening of this Section 1any Event of Default, the grant Lender shall have all of the rights and remedies of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or secured party under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedUniform Commercial Code.

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightObligations of Trustor, title and interest in, to and under in all of the following property, whether described personal property in which Trustor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the real property and the improvements situated thereon as described on Exhibit A attached hereto and incorporated by reference herein (i) to the extent the same are not effectively made a part of the Property pursuant to Section 1.1 above); together with all patents rents, issues, deposits and patent applicationsprofits of the Secured Property (to the extent, domestic if any, they are not subject to Article III above); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, letter of credit rights, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or foreignrelated to the Secured Property or any business now or hereafter conducted thereon by Trustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Secured Property; all licenses deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Secured Property; all advance payments of insurance premiums made by Trustor with respect to the Secured Property; all plans, drawings and specifications relating to the Secured Property; deposits, accounts, refunds, cost savings and payments of any kind related to the Secured Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties foregoing. This Deed of Trust constitutes a financing statement filed as a fixture filing pursuant to the provisions of Division 9 of the California Uniform Commercial Code, (“CUCC”) with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights those portions of the Secured Property consisting of goods which are or are to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses become fixtures relating to any the Secured Property. The addresses of Trustor (Debtor) and Beneficiary (Secured Party) are set forth in Section 5.8 below. Terms used in the description of the foregoing Collateral and all income and royalties with respect to any licenses (including, without limitation, not specifically defined shall have the meaning given such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined terms in the UCC); and (v) all products and proceeds of any and all of the foregoingCUCC. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Grantor hereby grants and assigns to Beneficiary as of the "Effective Date" a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Grantor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property "Collateral”): "): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated as fixtures into (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all patents rents generated by the Subject Property (to the extent, if any, they are not subject to Article III); all insurance policies providing coverage against damage to the Subject Property or any other Collateral and patent applicationsany insurance and condemnation awards and proceeds resulting from any damage to or taking of the Subject Property or other Collateral; all permits, domestic consents, approvals, licenses, authorizations and other rights granted by, given by or foreignobtained from, any governmental entity with respect to the Subject Property; all licenses deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; and together with all replacements and proceeds of, and additions and accessions to, any of the foregoing and all income books, records and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses files relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable "fixture" under applicable law), without this Deed of Trust constitutes a fixture filing under the consent Uniform Commerce Code of the licensor state in which the Subject Property is located, as amended or lessor thereof or other applicable party thereto and recodified from time to time (ii) such consent has not been obtainedthe "UCC").

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement), the Company The Debtor hereby grants to each the Secured Party a security interest in in, an assignment of, a general lien upon and mortgage to a right of set-off against the following described property (the "Property"): 2.1 all of the Company’s right, title and interest in, to and under the following property, Debtor's Accounts of any kind whether now existing or owned hereafter arising; all Escrow and Deposit Accounts; all chattel papers, documents and instruments relating to the Accounts and the Escrow and Deposit Accounts; and all rights now or acquiredhereafter existing in and to all security agreements, developed leases, and other contracts securing or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses otherwise relating to any Accounts, Escrow and Deposit Accounts or any such chattel papers, documents and instruments; 2.2 all of the foregoing Debtor's Equipment in all of its forms, whether now owned or hereafter acquired and wherever located; all parts thereof and all income accessions or additions thereto, whether now owned or hereafter acquired; 2.3 all of the Debtor's general intangibles of any kind whether now existing or hereafter arising (herein called the "General Intangibles"); all chattel papers, documents and royalties with respect instruments relating to the General Intangibles; and all rights now or hereafter existing in and to all security agreements, leases, licenses, permits, patents, trademarks, copyrights, distribution agreements and contracts securing or otherwise relating to any licenses (includingGeneral Intangibles or any such chattel papers, documents and instruments and all of the Debtor's lien rights against other persons whether statutory, contractual or by common law; 2.4 all of the Debtor's Inventory in all of its forms, whether now owned or hereafter acquired and wherever located, and all accessions or additions thereto and products thereof, whether now owned or hereafter acquired; 2.5 without limitation, such patents and patent applications as described in Schedule A hereto)any way limiting or modifying the foregoing in any respect, all rights to s▇▇ for pastof the Debtor's goods, present or future infringement thereofchattels, all rights arising therefrom business records, contracts, contract rights, advertising agreements, tax refunds, documents of title, fixtures, insurance policies and pertaining thereto and all reissuesproceeds, divisionspatents, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and marks, logos, trade names, URLs and domain names, copyrights and applications for registration therefor, licenses, licensing fees, permits, approvals, consents, certificates, stock, surveys, engineering reports, tools, landscaping, machinery, furniture, furnishings, business machines, appliances, vehicles, trailers, rolling stock, deposits, security deposits, money, securities, claims, demands, causes of such trademarksaction, service marks and trade namesrefunds, URLs and domain namesrebates, all licenses relating to any of the foregoing income and all income other tangible and royalties intangible real, personal or mixed property whether now owned or hereafter acquired; 2.6 any additional properties or assets from time to time delivered to or deposited with respect the Secured Party as security for the Secured Indebtedness or otherwise pursuant to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthe terms of this Agreement; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with 2.7 all proceeds, products, additions to, replacements of, substitutions for and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds accessions of any and all of the foregoingitems described in subparagraphs 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 in this paragraph 2. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for To secure the prompt payment and performance to Buyer of all of the Obligations (as defined in the New Security Agreement)Obligations, the Company Seller hereby grants to each Secured Party Buyer a continuing lien upon and security interest in and mortgage to all of the CompanySeller’s right, title now existing or hereafter arising rights and interest in, to and under in the following propertyfollowing, whether now owned or existing or owned or hereafter created, acquired, developed or arising during the term of this Agreement arising, and wherever located (collectively, the “Intellectual Property Collateral”): (iA) all patents All accounts, receivables, contract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses general intangibles (including, without limitation, such patents all claims, causes of action, deposit accounts, guaranties, rights in and patent applications as described in Schedule A heretoclaims under insurance policies (including rights to premium refunds), all rights to s▇▇ for pasttax refunds, present or future infringement thereofcopyrights, all patents, trademarks, rights arising therefrom in and pertaining thereto under license agreements, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofother intellectual property); (iiB) all state (All inventory, including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating Seller’s rights to any of the foregoing and all income and royalties returned or rejected goods, with respect to which Buyer shall have all the rights of any licenses unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, such marksamounts due Seller under this Agreement (including Seller’s right of offset and recoupment); (D) All equipment, names machinery, furniture, furnishings, fixtures, tools, supplies and applications as described in Schedule B heretomotor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, whether registered or unregistered substitutions for, and wherever registeredreplacements of, all rights of the foregoing; (G) All books and records pertaining to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofof the foregoing; and (iiiH) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and All proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer’s prior written consent, except for the sale of finished inventory in the Intellectual Property Collateral which shall remain Seller’s usual course of business. From time to time the Seller sells private securities, consent for these securities will not be unreasonably withheld or delayed. Proceeds of the sale of private securities are to be directed to the lockbox, as set forth in effect until terminated Section 14 hereof. Seller agrees to sign UCC financing statements, in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toform acceptable to Buyer, and the term “Intellectual Property Collateral” shall not includeany other instruments and documents requested by Buyer to evidence, any general intangibles of the Company (whether owned or held as licensee or lesseeperfect, or otherwise)protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto Purchased Receivables and (ii) such consent has not been obtainedCollateral.

Security Interest. (a) As security for To secure the prompt payment and performance to Buyer of all of the Obligations (as defined in the New Security Agreement)Obligations, the Company Seller hereby grants to each Secured Party Buyer a continuing lien upon and security interest in and mortgage to all of the Company’s right, title and interest in, to and under the following property, whether Seller's now existing or hereafter arising rights and interest in the following ,whether now owned or existing or hereafter created, acquired, developed or arising during the term of this Agreement arising, and wherever located (collectively, the “Intellectual Property "Collateral”"): (iA) all patents All accounts, receivables, contract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses general intangibles (including, without limitation, such patents all claims, causes of action, deposit accounts, guaranties, rights in and patent applications as described in Schedule A heretoclaims under insurance policies (including rights to premium refunds), all rights to s▇▇ for pasttax refunds, present or future infringement thereofcopyrights, all patents, trademarks, rights arising therefrom in and pertaining thereto under license agreements, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofother intellectual property); (iiB) all state (All inventory, including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating Seller's rights to any of the foregoing and all income and royalties returned or rejected goods, with respect to which Buyer shall have all the rights of any licenses unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, such marksamounts due Seller under this Agreement (including Seller's right of offset and recoupment); (D) All equipment, names machinery, furniture, furnishings, fixtures, tools, supplies and applications as described in Schedule B heretomotor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, whether registered or unregistered substitutions for, and wherever registeredreplacements of, all rights of the foregoing; (G) All books and records pertaining to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofof the foregoing; and (iiiH) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and All proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Intellectual Property Collateral which shall remain Seller's usual course of business. Seller agrees to sign UCC financing statements, in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toform acceptable to Buyer, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lesseeother instruments and. documents requested by Buyer to evidence perfect, or otherwise)protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto Purchased Receivables and (ii) such consent has not been obtainedCollateral.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the "Closing Date" (adefined in the Credit Agreement) As a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Mortgagor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property "Collateral”): "): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein or (ii) any existing or future improvements on the real property (which real property and improvements are collectively referred to herein as the "Subject Property"); together with all patents rents and patent applicationssecurity deposits derived from the Subject Property; all inventory, domestic accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, general intangibles, payment intangibles, software, chattel paper (whether electronic or foreigntangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing, operation, sale or disposition of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all licenses development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create above described personal property which is or which hereafter becomes a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable "fixture" under applicable law, this Mortgage constitutes a fixture filing under the Arkansas Uniform Commercial Code, as amended or recodified from time to time ("UCC"), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Collateral Agent, subject to no prior interests of any Person whatsoever except for the payment and performance of the Obligations (as defined a lessee under a Lease, in the New Security Agreement)following collateral (collectively, the Company hereby grants “Mortgage Collateral”) attaching on the date of this Agreement: a. each Aircraft; b. all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to each Secured Party a security interest time no longer be installed on any Aircraft or may be installed in and mortgage to any other aircraft; c. all of the CompanyGrantor’s right, title and interest inin the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to any Aircraft and under all the following propertyGrantor’s right, whether now existing title and interest, present and future, therein and thereto and any sale or owned other transfer agreement relating to any Aircraft, any acceptance certificate, and/or ▇▇▇▇ of sale relating to any Aircraft, any guaranties, letters of credit or acquiredother credit support relating to any Aircraft, developed and any other certificate, instrument or arising during the term agreement relating to any Aircraft or a lessee, user or lessor of this Agreement any Aircraft (collectively, the “Intellectual Property CollateralAircraft Documents”):); (i) d. all patents and patent applications, domestic proceeds from the sale or foreignother disposition of, all licenses relating proceeds of insurance due to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to, any of the foregoing equipment described in clauses (a), (b) and (c) above; e. all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Loan Documents or by any supplement to this Agreement in form and substance satisfactory to the Collateral Agent, and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing estate, right, title and all income interest of every nature whatsoever of the Grantor in and royalties with respect to any licenses (including, without limitation, such marks, names the same and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals every part thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) f. all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all proceeds, howsoever arising, of the foregoing. (b) This Agreement shall create a continuing security interest in . TO HAVE AND TO HOLD the Intellectual Property Mortgage Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding unto the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend toCollateral Agent, and its successors and assigns, as security for the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedSecured Obligations.

Security Interest. (a) As security The Company hereby pledges to the Collateral Agent and grants to the Collateral Agent, for the payment and performance ratable benefit of the Obligations (as defined in the New each Security Agreement)Party, the Company hereby grants to each Secured Party a security interest (a “Security Interest”) in and mortgage to all of the Company’s right, title title, interest, claims and interest indemands in and to the Assets as defined in Section 2.1 and further described in Section 2.2 of the Purchase Agreement, to by this reference made a part hereof, and under restated on the following property, whether now existing or owned or acquired, developed or arising during the term of this Agreement attached Schedule I (collectively, the “Intellectual Property Collateral”):), together with: (ia) without limiting the generality of the foregoing, in addition to the customer lists and relationships included in the Assets, all additional customers obtained by the Company from the Effective Time (as defined in the Purchase Agreement) until the Closing Date (as defined in the Purchase Agreement); (b) all patents books, records, files, correspondence, computer programs, tapes, disks and patent applications, domestic related data processing software that at any time evidence or foreign, all licenses contain information relating to any of the foregoing Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (c) all proceeds, products, rents and profits of or from any and all income and royalties of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or any Secured Party is the loss payees thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (includingCollateral. For purposes of this Agreement, without limitationthe term “proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, such marksexchanged, names and applications as described in Schedule B hereto)collected or otherwise disposed of, whether registered such disposition is voluntary or unregistered involuntary. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create not be deemed to have granted a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) any item of Collateral that is leased to it and for which it has not exercised any applicable purchase option; (ii) any of its rights or interests in any license, contract or agreement to which it is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such general intangibles are not assignable or capable of being encumbered as a matter of law or grant would, under the terms of the such license, lease contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any license, contract or agreement to which it is a party (other agreement applicable thereto (but solely than to the extent that any such restriction term would be rendered ineffective pursuant to Section 9-406 of the UCC or any other applicable law (including the United States Bankruptcy Code (the “Bankruptcy Code”)) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and the Company shall be enforceable under applicable law)deemed to have granted a security interest in, without the consent of the licensor all such rights and interests as if such provision had never been in effect; or lessor thereof or other applicable party thereto and (iiiii) such consent has not been obtainedany real property leasehold.

Security Interest. (a) As security for the payment and performance Each of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all following items or types of the Company’s right, title and interest in, to and under the following property, whether now owned or hereafter acquired, now existing or owned or acquiredhereafter created and wherever located, developed or arising during is hereinafter referred to as the term of this Purchased Items (the "Purchased Items"): all Purchased Assets, the Equity Interests, all rights and security interests under each Purchase Agreement (collectively, but not the “Intellectual Property Collateral”): (iobligations thereunder) all patents and patent applications, domestic or foreignto the extent those rights relate to the Purchased Assets, all licenses relating to any of the foregoing and Mortgage Loan Documents, all income and royalties with respect to any licenses (Mortgage Asset Files, including, without limitation, all promissory notes, all Security Agreements relating to the Purchased Assets and any other collateral pledged or otherwise relating to such patents Purchased Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and patent applications as described in Schedule A hereto)other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Asset, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Purchased Assets, all Servicing Agreements, Servicing Records, Servicing Files and Servicer Accounts established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise and all amounts on deposit therein, from time to time, all rights of the Seller under any Pooling and Servicing Agreements relating to s▇▇ for past, present or future infringement thereofthe Purchased Assets, all rights arising therefrom and pertaining thereto and other agreements or contracts relating to, constituting, or otherwise governing, any or all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing to the extent they relate to the Purchased Assets, including the right to receive principal and all income interest payments and royalties any related fees, breakage fees, late fees and penalties with respect to the Purchased Assets and the right to enforce such payments, insurance policies and the rights to any licenses (includinginsurance proceeds, without limitationthe Collection Account and all monies, such markscash, names and applications as described deposits, securities or investment property from time to time on deposit in Schedule B hereto)the Collection Account, whether registered or unregistered and wherever registeredany collection account, escrow account, collateral account or lock - box account related to the Purchased Items, rights of the Seller under any letter of credit, guarantee, or other credit support or enhancement related to the Purchased Items, any Interest Rate Protection Agreements relating to the Purchased Assets, all rights to s▇▇ for past"general intangibles", present or future infringement or unconsented use thereof"accounts", all rights arising therefrom "chattel paper", "deposit accounts", "instruments", "securities" and pertaining thereto "investment Loan Purchase and all reissues, extensions Repurchase Agreement (Wachovia and renewals thereof; and (iiiArbor) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (76 property" as defined in the UCC); and (v) Uniform Commercial Code as in effect from time to time relating to or constituting any and all products of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the New Security Agreement), the Company Undersigned hereby grants to each Secured Party Bank a security interest in the following property now owned or hereafter acquired by Undersigned. [_] ________ The securities described below, together with all cash, stock or other dividends or distributions paid upon or made in respect of such securities in any form; all securities received in addition to or in exchange for such securities; and mortgage all subscription rights incident to such securities; ______ all equipment, wherever located, including machinery, motor vehicles, furniture and fixtures; ______ all inventory (whether held for sale or lease or to be furnished under contracts of service), raw materials, work in process, and materials used or consumed in the conduct of Undersigned's business, and all books, records, invoices and other documents which describe or evidence the same; and _____ all accounts, contracts rights, general intangibles, choses in action, instruments, chattel paper, documents (including all documents of title and warehouse receipts) and all rights to the payment of money, however evidenced or arising. [_] ________ Other. In addition to the foregoing, Undersigned: (1) grants to Bank a security interest in all substitutions for, renewals of, improvements, replacements and additions to, and the products and proceeds (cash and non-cash) of all of the Company’s right, title foregoing property and any insurance policies relating thereto; (2) grants to Bank a security interest in, lien upon, and right of setoff against, all deposit accounts, credits, securities, moneys or other property of Undersigned which may at any time be in the possession of, delivered to, or owed by Bank, including any proceeds or returned or unearned premiums of insurance, and the proceeds of all the foregoing property; and (3) assigns to and Bank all moneys which may become payable on any policy of insurance required to be maintained under this Note, including any returned or unearned premiums. All such property subject to Bank's security interests described in this Section 1 is referred to herein collectively as the following property"Collateral." With respect to Section 4 hereunder, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, "Collateral" shall not include the “Intellectual Property Collateral”): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as property described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; Subsection (ii2) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1. All security interests in Collateral shall be deemed to arise and be perfected under and governed by the Uniform Commercial Code, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), except to the extent that (i) such general intangibles are law does not assignable apply to certain types of transactions or capable of being encumbered as a matter of Collateral, in which case applicable law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedgovern.

Security Interest. (a) As The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Security Trustee, subject to no prior interests of any Person whatsoever except for the payment and performance of the Obligations (as defined a lessee under an Initial Lease, in the New Security Agreement)following collateral (collectively, the Company hereby grants “Mortgage Collateral”) attaching on the date of this Agreement: a. the Aircraft; b. all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to each Secured Party a security interest time no longer be installed on the Aircraft or may be installed in and mortgage to any other aircraft; c. all of the CompanyGrantor’s right, title and interest inin the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Aircraft and under all the following propertyGrantor’s right, whether now existing title and interest, present and future, therein and thereto and any sale or owned other transfer agreement relating to the Aircraft or acquiredany Assigned Lease or Assigned Head Lease, developed any lease assignments, novations or arising during assumption agreements, relating to the term Aircraft or any Assigned Lease or Assigned Head Lease, any acceptance certificate, and/or ▇▇▇▇ of this Agreement sale relating to the Aircraft or any Assigned Lease, any guaranties, letters of credit or other credit support relating to the Aircraft or any Assigned Lease or Assigned Head Lease, and any other certificate, instrument or agreement relating to the Aircraft or a lessee, user or lessor of the Aircraft (collectively, the “Intellectual Property CollateralAircraft Documents”):); (i) d. all patents and patent applications, domestic proceeds from the sale or foreignother disposition of, all licenses relating proceeds of insurance due to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to, any of the foregoing equipment described in clauses (a), (b) and (c) above; e. the Initial Lease and each other Lease of an Aircraft, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all income Aircraft Documents relating to such Lease (any such Leases and royalties Aircraft Documents being referred to individually as, an “Assigned Lease,” and collectively as the “Assigned Leases”) and each Head Lease to which the Grantor is a party as lessor or lessee and all Aircraft Documents relating to such Head Lease (any such Head Leases and Aircraft Documents being referred to individually as, an “Assigned Head Lease,” and collectively as, “Assigned Head Leases”), including without limitation (A) all rights of the Grantor to all Lease Payments, however denominated, under such Assigned Leases and Assigned Head Leases, (B) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases and Assigned Head Leases, (C) claims of the Grant or for damages arising out of or for breach or default under such Assigned Leases and Assigned Head Leases, (D) all rights of the Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases and Assigned Head Leases, (E) all rights of the Grantor under any such Assigned Lease with respect to any licenses sublease of any such Aircraft or, in the case of an Assigned Head Lease, the Lease of the Aircraft subject to such Assigned Head Lease, (includingF) all rights of the Grantor to terminate such Assigned Leases or Assigned Head Leases and to compel performance of, and otherwise to exercise all remedies under, any such Assigned Lease or Assigned Head Lease, whether arising under such Assigned Leases or Assigned Head Leases or by statute or at law or in equity, (G) all rights of the Grantor to possession of any Aircraft under an Assigned Head Lease and (H) all other rights and property of the Grantor included therein together with all payments, including without limitationlimitation all rent, such patents damages, expenses, indemnities and patent applications as described other amounts due to the Grantor (or any person claiming by, through or under the Grantor) thereunder; f. all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Transaction Documents or by any supplement to this Agreement in Schedule A heretoform and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing estate, right, title and all income interest of every nature whatsoever of the Grantor in and royalties with respect to any licenses (including, without limitation, such marks, names the same and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals every part thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) g. all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all proceeds, howsoever arising, of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1. BUT EXCLUDING, HOWEVER, the grant of a security interest as provided herein shall not extend toExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedSecured Obligations.

Security Interest. (a) As Grantor grants and assigns to Lender a security for the interest to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the CompanySecured Obligations, in Grantor’s right, title and interest in, in and to and under all of the following described personal property in which Grantor now or at any time hereafter has any interest (“Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Grantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113730/Store No. 560 obtained from, any governmental entity with respect to the ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Property; all advance payments of insurance premiums made by Grantor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Lender, whether now existing or owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): (i) not disbursed; all patents and patent applications, domestic or foreignfunds deposited with Lender pursuant to any Loan Document, all licenses reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing, and all books, records and files relating to any of the foregoing. As to all of the above-described personal property, this Deed of Trust is acknowledged and agreed to be a security agreement under the Virginia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and all income and royalties with respect to any licenses (includingits address is as set forth on Page 1 of this Deed of Trust, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal the Lender is the “secured party” and foreign trademarks, service marks its address is as set forth on Page 1 of this Deed of Trust and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any name of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all record owner of the foregoingProperty is Grantor. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.

Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Company’s rightSecured Obligations, title and interest in, to and under in all of the following property, whether described personal property in which Mortgagor now existing or owned or acquired, developed or arising during the term of this Agreement at any time hereafter has any interest (collectively, the “Intellectual Property Collateral”): ): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein or (ii) any existing or future improvements on the real property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all patents rents and patent applicationssecurity deposits derived from the Subject Property; all inventory, domestic or foreignaccounts, ▇▇▇▇ receipts, all licenses amounts in the Interest Reserve Account and the Capital Expenditure Reserve Account (each as defined in the Reimbursement Agreement), deposit accounts, accounts receivable, contract rights, licenses, agreements, general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing, operation, sale or disposition of the Subject Property or any business now or hereafter conducted thereon by ▇▇▇▇▇▇▇▇▇; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all funds held by Mortgagee in connection with the Reimbursement Agreement, whether or not disbursed, including without limitation, all amounts in the Interest Reserve Account and the Capital Expenditure Reserve Account; all funds deposited with Mortgagee pursuant to any bank agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing and all income and royalties with respect foregoing. As to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing. above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage from the date of its recording constitutes a fixture filing under the Iowa Uniform Commercial Code, as amended or recodified from time to time (b) “UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC. For this purpose, the name and address of the Debtor is the name and address of the ▇▇▇▇▇▇▇▇▇ as set forth in this Mortgage and the name and address of the Secured Party is the name and address of the Mortgagee as set forth in this Mortgage. This Agreement shall create Mortgage creates a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1Collateral, the grant of a security interest as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise)and, to the extent that (i) such general intangibles are the Collateral is not assignable or capable of being encumbered as real property, this Mortgage constitutes a matter of law or security agreement from Mortgagor to Mortgagee under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtainedUCC.

Security Interest. (a) As security for To secure its obligations under the payment and performance of the Obligations Notes (as defined in the New Security Purchase Agreement), the Company Debtor hereby grants to each Secured Party Parties, pari passu, a present and continuing first priority security interest in and mortgage to all of the CompanyDebtor’s right, title and interest in, to and under all its property (the following property“Collateral”), whether now owned or existing or owned or acquired, developed hereafter acquired or arising during the term of this Agreement (collectivelyand wheresoever located, the “Intellectual Property Collateral”):including, without limitation: (i) the software, including all source code, object code and documentation, and lexicon databases together comprising Debtor’s VUIT™ reading system, including all trade secrets, copyrights and other property rights therein; (ii) the patent applications and provisional patent applications listed on Exhibit A attached hereto and made a part hereof, and all continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect thereto; (iii) the applications to register trademarks listed on Exhibit B attached hereto and patent applications, domestic or foreignmade a part hereof, all licenses relating common law rights in the trade marks, service marks and trade names subject to such registrations, all statutory rights that may attach to any of the foregoing registrations thereof and any related renewals, and all income and royalties with respect related good will; (iv) the right to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to s▇▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to s▇▇ for past, present or future infringement or unconsented use thereofmisappropriation of trade secrets, copyrights, patents, trademarks and service marks, and all rights arising therefrom and pertaining corresponding thereto and all reissues, extensions and renewals thereof; and (iii) throughout the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assetsworld; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of the foregoing, including the right to receive license fees, royalties and other payments in respect thereof, the proceeds of any infringement suits, and so forth; (vi) all equipment (including all machinery, tools and furniture), all inventory (including all merchandise, raw materials, work in process, finished goods and supplies), motor vehicles and goods, (the “Tangible Collateral”); (vii) all accounts, accounts receivable, rights to the payment of money, payment intangibles, other receivables, contract rights, contracts, leases, chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and general intangibles of Debtor including, without limitation, all tax refund claims, goodwill, going concern value, blueprints, designs, computer programs, software, service marks, inventions, trade names, customer lists, product lines and research and development, all of Debtor’s rights under all present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation of Debtor’s business (including, to the maximum extent permitted by law, all rights incident to appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits)(but expressly excluding Debtor’s rights as licensee under the VIPAR™ search engine software license from UT Battelle, LLC and Oak Ridge National Laboratory, which is by its terms is non-assignable and is excluded from the Collateral notwithstanding anything else to the contrary in this Agreement); (viii) all instruments, documents of title, letters of credit, rights to proceeds of letters of credit, letter of credit rights, supporting obligations of every kind and description, policies and certificates of insurance, securities, securities entitlements, investment property, partnership interests, membership interests in limited liability companies (including, without limitation, all of Debtors’ right, title and interest in and to all limited liability companies and partnerships and to any successor business entities, and the right to receive all payments and distributions due or to become due under all related partnership agreements, operation agreements, and other constituent documents governing or establishing such business entities), bank deposits, deposit accounts, checking accounts, certificates of deposit and cash; (ix) all accessions, additions or improvements to, and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (x) all books, records, documents, computer tapes and discs relating to all of the foregoing. (b) This Agreement shall create a continuing security interest All Collateral consisting of accounts, contract rights, chattel paper, general intangibles and other Collateral described in subparagraph (vii) above arising from the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereofsale, delivery or provision of goods and/or services are sometimes hereinafter collectively called the “Customer Receivables.” (c) Notwithstanding Debtor hereby acknowledges and agrees that the foregoing provisions description of Collateral contained in this Section 1, the grant of a security interest as provided herein shall not extend toSecurity Agreement covers, and the term “Intellectual Property Collateral” shall not includeis intended to cover, any general intangibles all assets of the Company (whether owned or held as licensee or lesseeDebtor. For avoidance of doubt, or otherwise)it is expressly understood and agreed that, to the extent that the Uniform Commercial Code (i“UCC”) is revised subsequent to the date hereof such general intangibles are not assignable or capable that the definition of being encumbered as a matter of law or under the terms any of the licenseforegoing terms included in the description of Collateral is changed, lease or other agreement applicable thereto (but solely to the extent parties agree that any property which is included in such restriction shall changed definitions which would not otherwise be enforceable under applicable law)included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision, without it being the consent intention of the licensor or lessor thereof or other applicable party thereto parties hereto that the description of Collateral set forth herein be construed to include the broadest possible range of property and (ii) such consent has not been obtainedassets and all tangible and intangible personal property and fixtures of Debtor of every kind and description.