Common use of Creation of Security Interest Clause in Contracts

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERAL"). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERAL"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( ("COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERAL"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the She use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding anything Debtor acknowledges that, notwithstanding that the Note(s) may be paid in full, this Security Agreement shall continue to secure the contrary contained payment and performance of all other debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in this Agreementthe future, to the extent and that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof provided, however, that the foregoing shall not be deemed to include mixing and feeding systems which will be used in conjunction with the Collateral (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERALCollateral"). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERALCollateral"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assigns, assigns forever. a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, . accessories and accessions to such propertythereto, any and all substitutions, . replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERALCollateral"). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary. secondary. direct, contingent. sole, joint or several. or otherwise. and whether due or to become due) of Debtor to Secured Party, . now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), . and any renewals, . extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, . to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERALCollateral"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants The Rawsons hereby jointly and severally grant a security interest in, and pledge, to Secured Party the "Raws▇▇ ▇▇▇lateral"(hereinafter defined) to secure the performance and payment by Debtors of any and all indebtedness and obligations now or hereafter owing by Debtors or any of them to Secured Party, its successors including, without limitation, pursuant to or under (i) that certain Second Amended and assignsRestated Promissory Note with effective date of June 22, 1995 in the original principal amount of $693,694.75 executed by Debtors payable to the order of Secured Party; (ii) that certain Second Amended and Restated Promissory Note with effective date of April 11, 1996 in the original principal amount of $300,000.00, also executed by Debtors payable to the order of Secured Party (the Second Amended and Restated Promissory Notes described in the foregoing clauses (i) and (ii) shall be herein referred to collectively as the "Promissory Notes"); (iii) this Agreement; and (iv) any and all "Other Documents" (hereinafter defined). The Partnership hereby grants a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE")in, and in and against all additionspledges, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called Secured Party the "COLLATERAL"). This security interest is given Partnership Collateral"(hereinafter defined) to secure the performance and payment and performance of all debts, obligations and liabilities by Debtors of any kind whatsoever and all indebtedness and obligations now or hereafter owing by Debtors or any of Debtor them to Secured Party, now existing including, without limitation, pursuant to or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): under (i) the PMSI COLLATERAL shall secure only that portion each of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and Promissory Notes; (ii) no other Collateral shall secure this Agreement; and (iii) any and all Other Documents. The indebtedness and obligations of Debtors (or any of them) to Secured Party secured by this Agreement are referred to herein as the PMSI Indebtedness"secured indebtedness" or the "indebtedness secured hereby." The secured indebtedness includes, without limitation, any and all attorney's fees now or hereafter owing by Debtors to Secured Party.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof Collateral (all such property as that term is individually and collectively called the "COLLATERAL"defined herein). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured PartyParty under this Agreement and the Debt Documents, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule executed by Debtor (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding If Debtor shall at any time acquire a commercial tort claim, as defined in the Code, Debtor shall immediately notify Secured Party in writing signed by Debtor of the brief details thereof and grant to Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Party. Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( (the "PMSI COLLATERAL"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefortherefore, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the futurefuture under or in connection with this Agreement, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Debtor acknowledges that, Secured Party shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in the remaining Collateral. Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness. Upon the payment in full of all of the Indebtedness, and termination of Secured Party’s commitment to lend hereunder, this Agreement shall terminate and Secured Party shall, at the cost and expense of Debtor, execute and deliver to Debtor all such documents and instruments as shall be necessary to evidence termination of the security interests created hereunder.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( "COLLATERAL SCHEDULE"hereof (ACollateral Schedule@), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERAL"ACollateral@). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" ANotes@ and each a "NOTE"ANote@), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the "INDEBTEDNESS"foregoing being hereinafter referred to as the AIndebtedness@). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"(APMSI Collateral@): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"APMSI Indebtedness@), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERALCollateral"). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively collectively, "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERALCollateral"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (( the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"by the Debtor’s execution thereof (“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes executed by Debtor in favor of Secured Party from time to time and identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"by mutual agreement (“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefortherefore, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding anything Debtor acknowledges that, notwithstanding that the Note(s) may be paid in full, this Security Agreement shall continue to secure the contrary contained in payment and performance of all other debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party under the Note(s) or this Agreement, to now existing or arising in the extent future, and that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( ("COLLATERAL SCHEDULECollateral Schedule"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERALCollateral"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESSIndebtedness"). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERALCollateral"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a continuing security interest in in, to and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), whether now owned or existing or hereafter acquired or arising and wheresoever located, and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all proceeds or products thereof, in whatever form, including without limitation cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and/or other tort claim proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever (including all interest (whether or not allowed or disallowed), charges, expenses, fees and other sums accruing after commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Debtor) of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory the New Notes or other promissory notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), that certain Amended and Restated Mortgage, Security Agreement and Fixture Filing dated as of the date hereof from Debtor in favor of Secured Party (the “New Mortgage”) , that certain Master Lease Agreement dated as of July 23, 2004, between Debtor and Secured Party, together with all Schedules and attachments thereto (the “Lease”) and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, New Mortgage, Lease, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor Subject to subparagraph (d) below, the Corporation hereby grants to the Secured Party, its successors Party a lien and assigns, a security interest in and against to the property hereinafter described, whether now owned or hereafter acquired or arising and wherever located ("Collateral"): (a) all property listed on any collateral schedule machinery, equipment, furniture, fixtures, tools, motor vehicles, and all accessories, parts and equipment now or hereafter attached thereto or used in connection therewith, whether or not the future annexed same shall be deemed affixed to or made a part of this Agreement ( real property ("COLLATERAL SCHEDULEEquipment"), and in and against ; (b) all additions, replacements, attachments, accessories accretions, accessions, components and accessions substitutions to such propertyor for any Equipment; (c) all proceeds, all substitutionswhich term shall have the meaning given to it in the Uniform Commercial Code and shall additionally include but not be limited to, replacements whatever is received upon the use, lease, sale, exchange, collection or exchanges thereforother utilization or any disposition of any of the collateral described in subparagraphs (a) and (b) above, whether cash or noncash, and all including without limitation, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment, inventory and insurance and/or other proceeds thereof (proceeds; and all such property is individually and collectively called proceeds of the foregoing ("COLLATERALProceeds"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule ; and (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). d) Notwithstanding anything to the contrary contained in this Agreementthe foregoing, the lien and security interest of the Secured Party in and to the extent that Equipment is subject and subordinate to those liens and encumbrances in the Equipment described in Exhibit B, which is attached hereto and made a part hereof. The Secured Party asserts agrees to release its lien and security interest in the Equipment described in Exhibit B upon the reasonable request of the Corporation, but only if such lien and security interest causes the Corporation to be in default under any of its Equipment financing agreements. The Corporation shall be permitted to finance any Equipment it acquires in the future, and in connection therewith to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in and to such Equipment to a purchase money third party. The Secured Party agrees that its lien and security interest in and to such Equipment shall be subject and subordinate to the lien and security interest granted to such third party. The Secured Party agrees to release its lien and security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) such future acquired Equipment upon the PMSI COLLATERAL shall secure only that portion reasonable request of the Indebtedness which has been advanced by Secured Party Corporation, but only if such lien and security interest causes the Corporation to enable Debtor to purchase, or acquire rights be in or the use default under any of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI IndebtednessEquipment financing agreement.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( "COLLATERAL SCHEDULE"hereof (“Collateral Schedule”), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERAL"“Collateral”). This The foregoing security interest is given to secure secured the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the "INDEBTEDNESS"foregoing being hereinafter referred to as the “Indebtedness”). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby grants to Secured Party, its successors and assigns, Party a security interest in the personal property described above owned by Debtor and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"), and in and against all additions, attachmentsreplacements, accessories and accessions to such propertyaccessions, all substitutions, replacements repairs and proceeds relating thereto or exchanges therefor, and all insurance and/or other proceeds thereof therefrom (all such personal property is individually and collectively called referred to as the "COLLATERALCollateral"). This ) for the purpose of securing: (a) Payment prior to delinquency of the indebtedness (including both principal and interest) as set forth in the Note in the sum of $300,000.00. (b) Performance by Debtor of all agreements, covenants, terms and conditions contained in this Agreement. (c) Reimbursement to Secured Party of any and all monies expended by Secured Party to protect her security interest is given to secure in or the payment and performance value of the Collateral under the provisions of this Agreement. (d) This Security Agreement also secures: (a) all extensions or renewals of said promissory note: (b) the repayment of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the futuresums, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE")reasonable legal expenses, and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that may be advanced or incurred by Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) for the PMSI COLLATERAL shall secure only that portion maintenance, protection or preservation of the Indebtedness which has been Security, or any part thereof; (c) any and all other sums that may hereafter be advanced by Secured Party to enable or for the benefit of Debtor; (d) any and all other expenditures that may hereafter be made by Secured Party pursuant to the provisions hereof; and (e) any and all other debts and obligation of Debtor to purchase, or acquire rights Secured Party that may hereafter be incurred. All matters referred to in or the use of such PMSI Collateral (Paragraphs 1(a) through 1(d) above are sometimes referred to as the "PMSI INDEBTEDNESSObligations."), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULESehedule"), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERAL"). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the "INDEBTEDNESS"foregoing being hereinafter referred to as the AINDEBTEDNESS@). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERAL"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. 2.1 Security Interest in Collateral. To secure prompt payment and performance of any and all Secured Obligations, Debtor hereby grants to the Collateral Agent, for the equal and ratable benefit of the Secured Party, its successors and assignsCreditors, a continuing, first priority security interest in and against lien upon all property listed of the following (collectively, the "Collateral"): (a) the Airframes; (b) the Engines; (c) the Propellers; (d) all Parts which are located on a Designated Location, including, without limitation, all Parts of the type described in Schedule II; (e) all Parts located at any collateral schedule now location other than a Designated Location; (f) all right, title and interest of Debtor in and to any lease, rental agreement, charter agreement, chattel paper, or in other agreement(s) respecting any of the future annexed foregoing, including, but not limited to, Debtor's right to receive, either directly or indirectly, from any Person, any accounts, rents, or other payments due under such agreement(s) and Debtor's rights under any warranties relating to any Airframe, Engines, Propellers, or Parts; (g) any and all manuals, logbooks, flight records, maintenance records, and other books and records or information of Debtor relating to any Airframe, Engine, Propeller, or Part; (h) all other of the Debtor's general intangibles relating to or made a arising in connection with any Airframe, Engine, Propellers, or Parts; and (i) all Proceeds and products of any and all of the foregoing. The Collateral Agent's security interest in and lien upon the Collateral shall attach to all of the Collateral upon the execution and delivery of this Agreement, without further act being required on the part of either the Collateral Agent or Debtor. The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kinds, items, types and descriptions which are the subject of this Agreement ( "COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of which Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchasehas, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS")hereafter acquires, and (ii) no other Collateral shall secure the PMSI Indebtednessrights.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULE"), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERAL"). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERAL"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness. Secured Party understands and acknowledges that Debtor's inventory, work in process, accounts, account receivables and general intangibles are not Collateral.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a continuing security interest in in, to and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), including without limitation the property listed on Collateral Schedule No. 1, whether now owned or existing or hereafter acquired or arising and wheresoever located, and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all proceeds or products thereof, in whatever form, including without limitation cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and/or other tort claim proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever (including all interest (whether or not allowed or disallowed), charges, expenses, fees and other sums accruing after commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Debtor) of Debtor to Secured Party, now existing or arising in the future, including but not limited without limitation, the debts, obligations and liabilities of Debtor to Secured Party in connection with the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule the 2006 Convertible Note, the 2008 Convertible Note, the 2010 Note, the Secured Note, the 2008 Purchase Agreement (collectively "NOTES" and each a "NOTE"excluding the Warrant), the Loan Agreement, the 2010 Purchase Agreement, that certain Trademark and License Security Agreement by and between the Debtor and the Secured Party dated as of December 22, 2008 (as amended, the “Trademark Security Agreement”), that certain Patent and License Security Agreement by and between the Debtor and the Secured Party dated as of December 22, 2008 (as amended, the “Patent Security Agreement”), and that certain Second Mortgage, Security Agreement and Fixture Filing dated December 22, 2008 granted by Debtor to Secured Party, as amended by that certain Amendment to Mortgage, Security Agreement and Fixture Filing dated June 18, 2009, by that certain Second Amendment to Mortgage, Security Agreement and Fixture Filing dated as of December 21, 2009, and by that certain Third Amendment to Mortgage, Security Agreement and Fixture Filing dated as of February 24, 2010 (as so amended, the “Mortgage”), together with all Schedules and attachments thereto and any renewals, extensions and modifications extensions, modifications, amendments and/or restatements of any such debts, obligations and liabilities (such Notes, the 2008 Purchase Agreement, the Loan Agreement, Trademark Security Agreement, Patent Security Agreement, Mortgage, Schedules, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.”

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a first security interest in and against all equipment and other property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(each, a “Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" collectively, the “Notes”, and each each, a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are individually and collectively called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(the “PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor (a) As security for the Obligations, Grantor hereby grants to Secured PartyParty a valid, its successors and assigns, a continuing security interest of first priority, subject to Permitted Liens, in all right, title and interests of Grantor in and against all to the property listed on any collateral schedule now or described in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE")Attachment 1 hereto, and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, whether now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes hereafter from time to time identified on any Collateral Schedule acquired (collectively "NOTES" and each a "NOTE"collectively, the “Collateral”), and any renewals, extensions and modifications of such debts, obligations and liabilities . (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). b) Notwithstanding anything herein to the contrary contained contrary: (i) Grantor shall remain liable under any contracts, agreements and other documents included in this Agreementthe Collateral, to the extent that set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Security Agreement had not been executed; (ii) except to the extent any duties or obligations are assumed by the transferee, the exercise by Secured Party asserts of any of the rights hereunder shall not release Grantor from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral; and (iii) Secured Party shall not have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Security Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of Grantor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder. (c) This Security Agreement shall create a purchase money continuing and first priority security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party Collateral, subject to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI IndebtednessPermitted Liens.

Creation of Security Interest. Debtor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all property listed on any collateral schedule now or in the future hereafter annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERALCollateral"). This The foregoing security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind kind, nature or description whatsoever (whether primary, secondary, direct, contingent, sole, joint or several, or otherwise, and whether due or to become due) of Debtor to Secured Party, now existing or arising in the futurehereafter arising, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESSIndebtedness"). Notwithstanding the foregoing, and notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERALCollateral"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor Customer hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all equipment, software and other property listed on any the collateral schedule now or in the future annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULE"), Customer's rights under any Software License Agreement relating to any of the Collateral that consists of software, any upgrades of the Collateral and any rights to indemnification, warranty or guaranty payable to Customer from time to time with respect to the foregoing, and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERAL"). This The foregoing security interest is given to secure the payment and performance of any and all debtsinstallments of rent, other amounts, obligations and liabilities of any kind kind, nature or description whatsoever (whether due or to become due) of Debtor Customer to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of Party under that certain Promissory Notes from time to time Master Lease Agreement identified on any the Collateral Schedule and the Schedules executed pursuant thereto (collectively, the "LEASE"), this Agreement, and/or any related documents (the Lease, this Agreement and all such related documents being hereinafter collectively referred to as the "NOTES" and each a "NOTETRANSACTION DOCUMENTS"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor 2.01 The Debtor, as continuing security for the repayment and the performance of each of the Obligations, hereby: (a) grants to the Secured Party by way of mortgage, charge, assignment and transfer, a continuing, specific and fixed Security Interest in the Collateral; and (b) charges as and by way of a floating charge to and in favour of the Secured Party, and grants to the Secured Party a security interest, mortgage and charge in and to: (i) all the Debtor's right, title and interest in and to all of the Debtor's presently owned or held and after acquired or held real, immovable, and leasehold property and all interests therein, and all easements, rights-of-way, privileges, benefits, licences, improvements, and rights whether connected therewith or appurtenant thereto or separately owned or held, including all structures, plant, and other fixtures (collectively, "Real Property"); and (ii) all property, assets and undertakings of the Debtor, both present and future, of whatever nature or kind and wherever situate, and all Proceeds thereof and therefrom, other than any of its successors property, assets and assignsundertakings otherwise validly and effectively subject to the charges and security interests in favour of the Secured Party created under paragraph 2.01(a) of this Agreement. This charge attaches immediately upon the Debtor acquiring any rights in any of that property; (c) Mortgage and charge as and by way of a fixed and specific charge to and in favour of the Secured Party, and assign and transfer to the Secured Party and grant to the Secured Party, by way of mortgage, charge, assignment, and transfer, a security interest in all of the Debtor's right, title and against interest, both present and future, in and to all of its presently owned or held and after acquired or held property listed on any collateral schedule now which: (i) is or in future becomes a fixture, or (ii) constitutes a licence, quota, permit or other similar right or benefit, or crops. 2.02 The Debtor shall promptly inform the future annexed to Secured Party in writing of the acquisition by the Debtor of any personal property which is of the nature or made a part type of this Agreement ( "COLLATERAL SCHEDULE")the Collateral, and in the Debtor agrees to execute and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes deliver at its own expense from time to time identified on amendments to this Agreement or additional agreements as may be reasonably required by the Secured Party in order that the Security Interest shall attach to all of the personal property of the Debtor. 2.03 All consumer goods as defined in the PPSA and the last day of the term of any lease, sublease or agreement therefor are specifically excepted from the Security Interest, but the Debtor shall assign and dispose of such last day as the Secured Party shall direct. 2.04 To the extent that the creation of the Security Interest over any particular item would constitute a breach or default under, or permit the forfeiture of, any agreement, right, licence or permit creating or defining that item or the interest of the Debtor therein, the Security Interest shall not attach thereto until all acts and things have been done and all consents and approvals have been obtained to permit the creation of the Security Interest over that item, but the Debtor shall hold its interest therein in trust for the Secured Party, and shall assign such agreement, right, licence or permit to the Secured Party forthwith upon obtaining the consent of the other party thereto. 2.05 The Debtor acknowledges and agrees that in the event it amalgamates with any other corporation or corporations, it is the intention of the parties that the term Debtor, when used herein, shall apply to each of the amalgamating corporations and to the amalgamated corporation, such that the Security Interest granted hereby: (a) shall secure the Obligations, as the term is herein defined, of each of the amalgamating corporations and the amalgamated corporation to the Secured Party at the time of amalgamation and any Obligations of the amalgamated corporation to the Secured Party arising after the amalgamation; and (b) shall attach to Collateral, as the term is herein defined, owned by each of the corporations amalgamating with the Debtor, and Collateral owned by the amalgamated corporation, at the time of amalgamation, and shall attach to any Collateral Schedule (collectively "NOTES" thereafter owned or acquired by the amalgamated corporation. 2.06 The Debtor acknowledges that value has been given and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything Secured Interest is intended to attach upon the contrary contained in Debtor executing this Agreement, to and immediately upon the extent that Secured Party asserts a purchase money security Debtor acquiring any right or interest in any items Collateral after execution of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessthis Agreement.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof Collateral (all such property as that term is individually and collectively called the "COLLATERAL"defined herein). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured PartyParty under this Agreement and the Debt Documents, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule executed by Debtor (collectively "“NOTES" ” and each a "“NOTE"”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "“INDEBTEDNESS"”). Notwithstanding If Debtor shall at any time acquire a commercial tort claim, as defined in the Code, Debtor shall immediately notify Secured Party in writing signed by Debtor of the brief details thereof and grant to Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Party. Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(the “PMSI COLLATERAL"”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property financed by the Secured Party and listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefortherefore, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding anything Debtor acknowledges that, notwithstanding that the Note(s) may be paid in full, this Security Agreement shall continue to secure the contrary contained payment and performance of all such Indebtedness, now existing or arising in this Agreementthe future, to the extent and that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefortherefore, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities hereunder of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from front time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding anything Debtor acknowledges that, notwithstanding that the Note(s) may be paid in full, this Agreement shall continue to secure the contrary contained payment and performance of all other debts, fees, obligations and liabilities hereunder of any kind whatsoever of Debtor to Secured Party, now existing or arising in this Agreementthe future, to the extent and that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all such Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future future-annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all the Notes and debts, obligations and liabilities of any kind whatsoever of Debtor to Secured PartyParty relating thereto, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor Guarantor hereby gives, grants and assigns to Secured Party, its successors and assignsassigns forever, a security interest in and against any and all equipment, software and other property listed on any the collateral schedule now or in the future annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULE"), Guarantor's rights under any Software License Agreement relating to any of the Collateral that consists of software, any upgrades of the Collateral and any rights to indemnification, warranty or guaranty payable to Guarantor from time to time with respect to the foregoing, and in and against any and all additions, attachments, accessories and accessions to such propertythereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERAL"). This The foregoing security interest is given to secure the payment and performance of any and all debtsinstallments of rent, other amounts, obligations and liabilities of any kind kind, nature or description whatsoever (whether due or to become due) of Debtor Guarantor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of Party under that certain Promissory Notes from time to time Corporate Guaranty identified on any the Collateral Schedule (the "GUARANTY"), this Agreement, and/or any related documents (the Guaranty, this Agreement and all such related documents being hereinafter collectively referred to as the "NOTES" and each a "NOTETRANSACTION DOCUMENTS"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called all of the foregoing being hereinafter referred to as the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor Each Obligor hereby grants to the Collateral Agent, for the benefit of the Secured Party, its successors and assignsParties, a security interest in and against lien priority position, a Lien upon and security interest in, all of such Obligors’s right, title and interest in and to the following property listed and assets of such Obligor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims (if any) set forth on Schedule I hereto; (iv) all Contracts; (v) all Deposit Accounts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods; (xi) all Instruments; (xii) all Inventory; (xiii) all Investment Property; (xiv) all Letter-of-Credit Rights; (xv) all Software; (xvi) all Supporting Obligations; (xvii) all cash, cash equivalents and money of the Obligor, wherever held; (xviii) to the extent not covered or not specifically excluded by clauses (i) through (xvii) above, all of such Obligor’s other personal property; (xix) all Records evidencing or relating to any collateral schedule now of the foregoing or that are otherwise necessary or useful in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE")collection thereof; (xx) all accessions, and in and against all additions, attachments, accessories improvements, modifications and accessions to such property, all substitutionsupgrades to, replacements of and substitutions for any of the foregoing; and (xxi) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or exchanges thereforfrom any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Collateral consisting of copyrights patent or trademarks, and (z) all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes amounts from time to time identified on paid or payable under or with respect to any of the foregoing Collateral Schedule (collectively "NOTES" and each a "NOTE")collectively, and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Proceeds”). Notwithstanding anything to the contrary contained in For purposes of this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of term “Proceeds” includes whatever is receivable or received when Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchaseor Proceeds are sold, exchanged, collected or acquire rights in otherwise disposed of, whether voluntarily or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessinvoluntarily.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all the equipment and property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such equipment and property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to in connection with the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefortherefore, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding anything Debtor acknowledges that, notwithstanding that the Note(s) may be paid in full, this Security Agreement shall continue to secure the contrary contained payment and performance of all other debts, fees, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in this Agreementthe future, to the extent and that Secured Party asserts a purchase money shall be under no obligation to release the Collateral unless and until all Indebtedness of Debtor to Secured Party has been paid and satisfied; provided, however, Secured Party, in its sole and exclusive discretion, may elect to release some of the Collateral without prejudice to Secured Party’s security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtednessremaining Collateral.

Creation of Security Interest. Debtor The Borrower hereby grants to the Secured Party, its successors Party a lien and assigns, a security interest in and against all property listed on any collateral schedule now or to the Assets (as defined in the future annexed to Loan Agreement) and the property hereinafter described, whether now owned or made a part of this Agreement ( "COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing hereafter acquired or arising in and wherever located ("Collateral"): All tangible and intangible personal property of the futureBorrower, including but not limited to: (a) all accounts, accounts receivable, rights under contracts, chattel paper, instruments, and all obligations due the Borrower for goods sold or to be sold, consigned or leased or to be leased, or services rendered or to be rendered ("Accounts"); (b) all inventory, whether raw materials, work-in-process, finished goods, parts or supplies or otherwise; all goods, merchandise and other property held for sale or lease or to be furnished under any contract of service; all documents of title covering any goods which are or are to become inventory and any such goods which are leased or consigned to others and all returned, reclaimed or repossessed goods sold, consigned, leased or otherwise furnished by the payment Borrower to others ("Inventory"); (c) all leases and performance of certain Promissory Notes from time to time identified on rental agreements for personal property between the Borrower as lessor (whether by origination or derivation) and any Collateral Schedule (collectively "NOTES" and each a "NOTE"all persons or parties as lessee(s), and any renewalsall rentals, extensions purchase option amounts, and modifications other sums due thereunder; and all inventory, equipment, goods and property subject to such leases and rental agreements and all accessions, parts and tools attached thereto or used therewith and all of such debtsthe Borrower's residual or reversionary rights therein; (d) all machinery, obligations equipment, furniture, fixtures, tools, motor vehicles, and liabilities all accessories, parts and equipment now or hereafter attached thereto or used in connection therewith, whether or not the same shall be deemed affixed to real property, and all other tangible personal property (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESSEquipment"). Notwithstanding anything ; (e) all general intangibles, which term shall have the meaning given to it in the Uniform Commercial Code and shall additionally include but not be limited to all tax refunds, patents, trademarks, rights under license agreements, service marks, tradenames, copyrights and other intellectual property and proprietary rights of any kind; (f) all additions, replacements, attachments, accretions, accessions, components and substitutions to or for any Inventory or Equipment; (g) all books and records evidencing or relating to the contrary contained in this Agreementforegoing, to the extent that Secured Party asserts a purchase money security interest in including, without limitation, billing records of every kind and description, customer lists, data storage and processing media, software and related material, including computer programs, computer tapes, cards, disks and printouts, and including any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness foregoing which has been advanced by Secured Party are in the possession of any affiliate or any computer service bureau; (h) all proceeds, which term shall have the meaning given to enable Debtor to purchaseit in the Uniform Commercial Code and shall additionally include but not be limited to, whatever is received upon the use, lease, sale, exchange, collection or acquire rights other utilization or any disposition of the Assets or any of the collateral described in subparagraphs (a) through (g) above, whether cash or noncash, and including without limitation, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment, inventory and insurance proceeds; and all such proceeds of the use of such PMSI Collateral foregoing (the "PMSI INDEBTEDNESSProceeds"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured PartyParty (other than any obligations of Debtor to Secured Party in connection with any purchase of equity securities of Debtor, including any right to invest in equity financings by Debtor and including the issuance of any warrants for the purchase of Debtor’s equity securities), now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest Interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. In order to the secure the full and prompt payment, performance and observance by Debtor grants of all of its duties and obligations under any of the Transaction Agreements (collectively, the "Obligations"), Debtor does hereby grant to and create in favor of the Secured Party, its successors and assigns, a present and continuing first priority security interest in in: (a) all contracts and against all property agreements between Debtor and any RSC for which Secured Party is providing wholesale electric energy and related services to serve such RSC including, without limitation, those contracts and agreements listed on any collateral schedule now or in Attachment 1 hereto, as the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes same may be amended from time to time identified on (collectively, the "RSC Contracts"); (b) all Accounts arising from, and related to, the RSC Contracts, including, without limitation, all accounts receivable from an RSC for which Secured Party is providing energy for purchases of electric energy and related services and any Collateral Schedule other right of Secured Party to payment from an RSC in whatever form, all whether now owned or existing or hereafter arising or acquired (collectively collectively, the "NOTES" Secured Party Accounts"); (c) all cash and each a other funds deposited in Deposit Account Number #1054515459 (the "NOTELockbox Account"), maintained with the Escrow Agent and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): (i) the PMSI COLLATERAL shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral Deposit Account Number #400641.1 (the "PMSI INDEBTEDNESSEscrow Account") maintained with the Escrow Agent established pursuant to the Revised Escrow Agreement; (d) the Lockbox Account and the Escrow Account themselves; (e) all Investment Property into which the cash and other funds deposited into the Lockbox Account and the Escrow Account are invested from time to time including, without limitation, money market funds and other securities; (f) all General Intangibles of Debtor relating to the RSC's; and (g) all proceeds and products of any of the foregoing, including without limitation all proceeds of the Secured Party Accounts, the Lockbox Account and the Escrow Account, and all proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, any Collateral or the proceeds thereof, including, without limitation, all claims of Debtor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance with respect to any Collateral, and any condemnation or requisition payments with respect to any Collateral, in each case whether now existing or hereafter arising (collectively, "Proceeds") (the collateral referenced in items (a) through (g) above is collectively referred to herein as the "Collateral"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( ("COLLATERAL SCHEDULE"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERAL"): ) (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants The Rawsons hereby jointly and severally grant a security interest in, and pledge to, Secured Party the "Raws▇▇ ▇▇▇lateral" (hereinafter defined) to secure the performance and payment by Debtors of any and all indebtedness and obligations now or hereafter owing by Debtors or any of them to Secured Party, its successors including, without limitation, pursuant to or under (i) that certain Second Amended and assignsRestated Promissory Note executed to be effective as of June 22, 1995 in the original principal amount of $693,694.75 executed by Debtors payable to the order of Secured Party; (ii) that certain Second Amended and Restated Promissory Note executed to be effective as of April 11, 1996 in the original principal amount of $300,000.00, also executed by Debtors payable to the order of Secured Party (the Second Amended and Restated Promissory Notes described in the foregoing clauses (i) and (ii) shall be herein referred to collectively as the "Promissory Notes"); (iii) this Agreement; and (iv) any and all "Other Documents" (hereinafter defined). The Partnership hereby grants a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE")in, and in and against all additionspledges to, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called Secured Party the "COLLATERAL"). This security interest is given Partnership Collateral" (hereinafter defined) to secure the performance and payment and performance of all debts, obligations and liabilities by Debtors of any kind whatsoever and all indebtedness and obligations now or hereafter owing by Debtors or any of Debtor them to Secured Party, now existing including, without limitation, pursuant to or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): under (i) the PMSI COLLATERAL shall secure only that portion each of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and Promissory Notes; (ii) no other Collateral shall secure this Agreement; and (iii) any and all Other Documents. The indebtedness and obligations of Debtors (or any of them) to Secured Party secured by this Agreement are referred to herein as the PMSI Indebtedness"secured indebtedness" or the "indebtedness secured hereby." The secured indebtedness includes, without limitation, any and all attorney's fees now or hereafter owing by Debtors to Secured Party.

Creation of Security Interest. Debtor grants The Rawsons hereby jointly and severally grant a security interest in, and pledge, to Secured Party the "Raws▇▇ ▇▇▇lateral"(hereinafter defined) to secure the performance and payment by Debtors of any and all indebtedness and obligations now or hereafter owing by Debtors or any of them to Secured Party, its successors including, without limitation, pursuant to or under (i) that certain Amended and assignsRestated Promissory Note with effective date of June 22, 1995 in the original principal amount of $693,694.75 executed by Debtors payable to the order of Secured Party; (ii) that certain Amended and Restated Promissory Note with effective date of April 11, 1996 in the original principal amount of $300,000.00, also executed by Debtors payable to the order of Secured Party (the Amended and Restated Promissory Notes described in the foregoing clauses (i) and (ii) shall be herein referred to collectively as the "Promissory Notes"); (iii) this Agreement; and (iv) any and all "Other Documents" (hereinafter defined). The Partnership hereby grants a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE")in, and in and against all additionspledges, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called Secured Party the "COLLATERAL"). This security interest is given Partnership Collateral"(hereinafter defined) to secure the performance and payment and performance of all debts, obligations and liabilities by Debtors of any kind whatsoever and all indebtedness and obligations now or hereafter owing by Debtors or any of Debtor them to Secured Party, now existing including, without limitation, pursuant to or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"). Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "PMSI COLLATERAL"): under (i) the PMSI COLLATERAL shall secure only that portion each of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESS"), and Promissory Notes; (ii) no other Collateral shall secure this Agreement; and (iii) any and all Other Documents. The indebtedness and obligations of Debtors (or any of them) to Secured Party secured by this Agreement are referred to herein as the PMSI Indebtedness"secured indebtedness" or the "indebtedness secured hereby." The secured indebtedness includes, without limitation, any and all attorney's fees now or hereafter owing by Debtors to Secured Party.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all the equipment and property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( ("COLLATERAL SCHEDULECollateral Schedule"), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such equipment and property is individually and collectively called the "COLLATERALCollateral"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to in connection with the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTESNotes" and each a "NOTENote"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESSIndebtedness"). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERALCollateral"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any the collateral schedule now or in the future annexed to hereto or made a part of this Agreement ( hereof ("COLLATERAL SCHEDULECollateral Schedule"), and in and against any and all additions, attachments, accessories and accessions to such property, any and all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is of the foregoing being hereinafter individually and collectively called referred to as the "COLLATERALCollateral"). This security interest is given to secure the payment and performance of any and all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to under the payment Note and performance this Agreement, and any other documents evidencing, or given in connection with, any of certain Promissory Notes from time to time identified on any Collateral Schedule the Indebtedness (collectively all of the foregoing are called the "NOTES" and each a Debt Documents"NOTE"), ) and any renewals, extensions and modifications of such debts, obligations and liabilities (such NotesNote, debts, obligations and liabilities are called the "INDEBTEDNESSIndebtedness"). ) Notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( ("PMSI COLLATERALCollateral"): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI INDEBTEDNESSIndebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

Creation of Security Interest. The Section is hereby amended and replaced with the following: “Debtor grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ( "COLLATERAL SCHEDULE"(“Collateral Schedule”), and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "COLLATERAL"“Collateral”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, other than any obligations of Debtor to Secured Party in connection with any agreements executed between Secured Party and Debtor in connection with Secured Party’s purchase of Debtor’s Series C Convertible Preferred Stock, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "NOTES" “Notes” and each a "NOTE"“Note”), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "INDEBTEDNESS"“Indebtedness”). Notwithstanding Unless otherwise provided by applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ( "(“PMSI COLLATERAL"Collateral”): (i) the PMSI COLLATERAL Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "“PMSI INDEBTEDNESS"Indebtedness”), and (ii) no other Collateral shall secure the PMSI Indebtedness.”