SECURITY AGREEMENT

“ Obligations ” means, collectively, all obligations, indebtedness, and liabilities of Borrower to Bank, or any of Bank’s Affiliates, successors or assigns, of every kind and nature, including but not limited to all loans, advances, interest, costs, drafts, overdrafts, checks, credit card indebtedness, lease obligations, obligations under any Rate Management Agreement, and all other debts, liabilities, and obligations of every kind owning by the Borrower to the Bank, whether direct or indirect, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated, of the same or a different nature, whether now existing or hereafter incurred or created, or whether incurred directly or acquired by Bank by assignment or otherwise, together with all renewals, extensions, modifications, consolidations, and substitutions of any of the them, including interest thereon and all costs, expenses, and reasonable attorney’s fees paid or incurred by Bank at any time before or after judgment in attempting to collect any of the foregoing, to realize on any collateral securing any of the foregoing, to realize on any guaranty or indemnity executed in connection with the foregoing, and to enforce this Agreement.  The “Obligations” specifically include, but are not limited to, all indebtedness of Borrower to Bank under the Credit Facilities, and all advances made by Bank to or for the benefit of Borrower thereunder.  The “Obligations” also specifically include all Insolvency Obligations and all Surrendered Payments. .  Unless Borrower shall have otherwise agreed in writing, for the purposes of this Agreement, “Obligations” shall not include “consumer credit” subject to the disclosure requirements of the Federal Truth in Lending Act or any regulations promulgated thereunder.

“ Rate Management Agreement ” means any rate lock agreement or interest rate protection agreement (such as any interest rate swap agreement, International Swaps and Derivatives Association, Inc. Master Agreement, or similar agreement or arrangements now existing or hereafter entered into by Trustor and Beneficiary in connection with the Loan evidenced by the Note to hedge the risk of variable rate interest volatility or fluctuations in interest rates as any such agreement or arrangement may be modified, supplemented and in effect from time to time).

“ Surrendered Payments ” means, collectively, the amount of any payments made to Bank or any other party on behalf of Borrower (including payments resulting from liquidation of collateral) which are recovered from the Bank by a trustee, receiver, creditor, or other party pursuant to applicable federal or state law .

1.              Assignment and Grant of Security .  For the purpose of securing payment and performance of the Obligations, including the prompt payment and performance of all obligations and indebtedness of Borrower to Bank under the Loan Documents , and all renewals, extensions, modifications, amendments, and/or supplements thereto, in such order of priority as Bank may determine in its sole and absolute discretion, Borrower hereby irrevocably and unconditionally assigns, grants, pledges, transfers, and sets over to Bank, and there is hereby created a security interest in favor of Bank, in and to all Borrower’s right, title, and interest in, to, and under all of the following, whether now or hereafter existing, or now owned or hereafter acquired (all or any part of such property, or any interest in all or any part of it, as the context may require, the “Collateral”):

1.1           All assets of Borrower, including all personal and fixture property of every kind and nature including but not limited to those specifically described below.

1.2           All of the following, whether now owned or hereafter acquired by Borrower:  accounts (including health-care-insurance receivables) and other rights of Borrower to the payment of money no matter how evidenced, including but not limited to accounts receivable, pledges receivable, grants receivable, capital campaign receivables, and any other receivables, contract rights, instruments, documents, promissory notes, certificates of deposit, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations, and general intangibles of every nature, all permits, regulatory approvals, copyrights, copyright applications, patents, trademarks, trademark applications, service marks, trade names, software, symbols, mask works, engineering drawings, customer lists, goodwill, licenses, permits, all agreements of any kind or nature by which Borrower possesses, uses, or has authority to possess or use property (whether tangible or intangible) of others or others possess, use, or have authority to possess or use property (whether tangible or intangible) of Borrower, all recorded data of any kind or nature (regardless of the medium of recording) including but not limited to all software, writings, plans, specifications, and schematics, and all other intellectual property owned by Borrower or used in Borrower’s business.

1.3           All fixed assets, machinery, furniture, fixtures, and other equipment of every type now owned or hereafter acquired by Borrower.

2

1.4           All inventory now owned or hereafter acquired by Borrower, including, without limitation, all raw materials, work in process, materials used or consumed in Borrower’s business, finished goods, and supplies.

1.5           All other property of Borrower now or hereafter in the possession, custody, or control of Bank, including, without limitation, all deposit accounts of Borrower with Bank, and all property of Borrower in which Bank now has or hereafter acquires a security interest.

1.6           All investment property, including all investment securities and investment securities accounts (each, and “ISA”), now owned or hereafter acquired, together with all assets and investment of any kind or nature now or hereafter held in each ISA, including cash, certificated or uncertificated securities, notes, instruments, documents, general intangibles, and commercial paper, together with (a) all new substituted and additional documents, instruments, and general intangibles issued with respect thereto, (b) all voting and rights to and interest in all cash, non-cash dividends and all other property now or hereafter distributable on account of or receivable with respect thereto, (c) interest thereon, stock and subscription rights; dividends and dividend rights; and new securities or other property the Borrower receives in connection therewith, which the Borrower agrees to deliver to the Bank immediately, and (d) all proceeds thereof, including, without limitation, proceeds consisting of cash, dividends (including dividends consisting of stock), stock splits, distributions, interest, certificated or uncertificated securities, notes, instruments, documents, general intangibles, commercial paper, and any other earnings of whatever nature.

1.7           A ll tort claims and insurance claims and proceeds, including commercial tort claims .

1.8           All software embedded within or used in connection with any of the above-described property.

1.9           All negotiable and nonnegotiable documents of title now owned or hereafter acquired by Borrower covering any of the above-described property.

1.10         All rights under contracts of insurance now owned or hereafter acquired by Borrower covering any of the above-described property.

1.11         All books and records now owned or hereafter acquired by Borrower pertaining to any of the above-described property, including but not limited to any computer-readable memory and any computer hardware or software (including embedded software) necessary to process such memory (collectively, the “Books and Records”).

1.12         All products, rents, and profits now owned or hereafter acquired by Borrower of any of the above-described property.

1.13         All cash and non-cash proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the above-described property (collectively, “Proceeds”) , including without limitation (i) all interest and dividends earned on the Proceeds; (ii) all monies and other tangible or intangible property received upon a sale or other disposition of any of the Proceeds; (iii) all rights to payment in connection with any cause of action with respect to any Proceeds and all proceeds of any voluntary or involuntary disposition or claim respecting any of the foregoing (arising out of any judgment or award, or otherwise arising) and (iv) all goods, documents, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or its proceeds, and all supporting obligations ancillary to or arising in any way in connection with any of the above-described property .

2.              Further Assurances; Authorization to File Financing Statements; Attorney-in-Fact .

2.1           Further Assurances .  Borrower agrees that, from time to time, at its own expense, it will:

(a)            Protect and defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, and preserve and protect Bank’s security interest in the Collateral.

3

(b)            Promptly execute and deliver to Bank all instruments and documents, and take all further action necessary or desirable, as Bank may reasonably request to (i) correct any defect, error, or omission which may be discovered in the contents, execution, or acknowledgment of this Agreement; (ii) continue, perfect, or protect any security interest granted or purported to be granted hereby, and (iii)  enable Bank to exercise and enforce any of its rights and remedies hereunder with respect to any Collateral.  Such actions may include but not be limited to executing, authenticating, authorizing, acknowledging, delivering, procuring, and recording and/or filing such further documents (including, without limitation, further security agreements, financing statements, financing statement amendments, and continuation statements), and doing such further acts as may be necessary, desirable, or proper to (A) carry out more effectively the purposes of this Agreement or (B) more fully identify and subject to the liens and security interests hereof any property intended to be covered hereby (including specifically, but without limitation, any renewals, additions, substitutions, or replacements, of or to the Collateral), (C) protect the lien or the security interest hereunder against the rights or interests of third persons, and/or (D) enable Bank to exercise and enforce any of its rights and remedies hereunder with respect to any Collateral.

(c)            Permit Bank’s representatives to inspect and make copies of all Books and Records relating to the Collateral, wherever such Books and Records are located, and to conduct an audit relating to the Collateral at any reasonable time or times.

(d)            Provide, promptly on request of Bank, such certificates, documents, reports, information, affidavits, and other instruments to Bank, and do such further acts as may be necessary, desirable, or proper in the reasonable determination of Bank, to enable Bank to comply with the requirements or requests of any agency having jurisdiction over Bank, and/or any examiners of such agencies, with respect to the Obligations, Borrower, or the Collateral.

2.2           Authorization to File Financing Statements .  Borrower hereby irrevocably authorizes Bank at any time, and from time to time, to file in any Uniform Commercial Code jurisdiction, any initial financing statements, amendments thereto, and continuation statements with or without signature of Borrower as authorized by applicable law, as applicable to the Collateral.  Except to the extent expressly prohibited by applicable law, a carbon, photographic, facsimile, or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.  For purposes of such filings, Borrower agrees to furnish any information requested by Bank promptly upon request by Bank.  Borrower also ratifies its authorization for Bank to have filed any like initial financing statements, amendments thereto, or continuation statements if filed prior to the date of this Agreement.

2.3           Attorney-in-Fact; Exercise of Rights .  Borrower hereby irrevocably constitutes and appoints Bank, including any officer or agent of Bank, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Borrower, or in Borrower’s own name, to execute any such documents and to otherwise carry out the purposes of this Agreement, to the extent that Borrower’s authorization above is not sufficient.  To the extent not expressly prohibited by law, Borrower hereby ratifies and affirms all acts said attorneys-in-fact shall lawfully do, have done in the past or cause to be done in the future by virtue hereof.  This power of attorney is a power coupled with an interest and shall be irrevocable.  Additionally, effective upon the occurrence of a Event of Default under this Agreement, Borrower hereby irrevocably appoints Bank as its attorney-in-fact, to demand, receive, and enforce Borrower’s rights with respect to the Collateral, including the protection thereof, and to give appropriate receipts, releases, and satisfactions for and on behalf of, and in the name of, Borrower.  Such powers are deemed to be coupled with an interest, and are therefore irrevocable.  Any third party may rely on representations of Bank that an Event of Default exists hereunder or that the power of attorney hereby granted by Borrower to Bank is effective, without further inquiry.  In addition to the foregoing facilitate Bank’s exercise of the rights and remedies set forth herein, Borrower authorizes Bank to (a) enter any premises where any Books or Records relating to the Collateral may be located, at reasonable times and following reasonable notice, for the purpose of inspecting, and/or copying any documents, files, and records relating to the Collateral, and to use such supplies and space of Borrower at its places of business as may be reasonably necessary to administer and control the Collateral or the handling of collections and realizations thereon, (b) give notices to and to communicate with any party in possession or control of any of the Collateral with respect to such Collateral, and (c) take all steps and to institute (in Bank’s name or Borrower’s name) all actions and proceedings deemed necessary or advisable by Bank to effect the collection or realization upon any of the Collateral.

4

3.              Borrower’s Representations and Warranties .  Borrower promises that each representation and warranty set forth below is and will be true, accurate, and correct :

3.1           Authority; Enforceability .  Borrower ’s exact legal name and correct organizational identification number is correctly set forth in the introductory paragraph of this Agreement.  If Borrower is not an individual, Borrower has complied with any and all laws and regulations concerning its organization, existence, and the transaction of its business.  Borrower has the right, power, and authority to make this Agreement and to grant the security interests granted hereunder.  When fully executed, this Agreement will create a valid and enforceable first-priority security interest in the Collateral, except to the extent previously disclosed in writing to Bank.

3.2           No Violation; Compliance With Law .  The execution and delivery of this Agreement and performance by Borrower of its obligations hereunder will not result in a default under any other material agreement to which Borrower is a party. To the best of Borrower’s knowledge and belief, Borrower is in full compliance with all applicable federal, state, and local statutes, rules, and regulations pertaining to the Collateral.

3.3           No Consent of Action Required .  To the best of Borrower’s knowledge and belief, no authorization, consent, approval, other action by, notice to, or filing with, any governmental authority, regulatory body, or any other person or entity is required for the execution of this Agreement or the grant or perfection of the security interests granted herein, except any written consent attached hereto or otherwise previously provided by Borrower to Bank.  There exist no restrictions on Borrower’s ability to pledge and assign such Collateral to Bank by virtue of any arrangement or agreement with any other third party.

3.4           No Other Pledge .  Except as previously disclosed in writing to Bank, Borrower is the sole legal and equitable owner and holder of all right, title, and interest in and to all of the Collateral , free and clear of any liens, encumbrances, or interests of third parties, other than those in favor of Bank, specifically allowed pursuant to the terms of the Loan Documents, or otherwise agreed to in writing by Bank.  Borrower has not pledged or assigned any of its right, title, or interest in or to all or any portion of the Collateral to any other person or entity.

3.5           Use of Secured Obligations .  The Obligations, including all loans secured hereby, are solely for business and/or investment purposes, and are not intended for personal, family, household, or agricultural purposes.  All loans secured hereby are considered and construed for all purposes as commercial loans.  The proceeds of the Obligations shall be used for commercial purposes.

3.6           Collateral Attributes .  Except as previously disclosed in writing to Bank, (i) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority subject to the Federal Assignment of Claims Act or any similar federal, state, or local law, rule, or regulation with respect to such Collateral, and (ii) to the best of Borrower’s knowledge and belief, Borrower holds no commercial tort claims.  To the best of Borrower’s knowledge and belief, except as otherwise disclosed to Bank in writing prior to the execution of this Agreement, each of the presently existing Collateral Documents (as such term is defined below) is genuine, valid, in full force and effect, and enforceable against all applicable parties in accordance with its terms (except to the extent that enforceability is limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally).

3.7           Borrower Location and Information .  Borrower ’s correct organizational identification number if any, assigned by the state of incorporation or organization is correctly set forth in the introductory paragraph of this Agreement.  Borrower is an organization of the type and (if not an unregistered entity) is incorporated in or organized under the laws of the state specified in the introductory paragraph of this Agreement.  Borrower ’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, has for the preceding four (4) months (or, if less, the entire period of the existence of Borrower ) been and will continue to be (unless Borrower no