Grantor Trust. The Trust is intended to be a grantor trust of which the Employer is the grantor within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (“Code”) and shall be construed accordingly.

Grantor Information. Grantor’s exact legal name, jurisdiction of organization, type of entity, state issued organizational identification number and the location of its principal place of business, or chief executive office (or the principal residence if Grantor is a natural person) and of the books and records relating to the Receivables, are disclosed on [Schedule 3.5]. Except as noted on [Schedule 3.5] hereto, all such books, records, and Collateral are in Grantor’s possession. Grantor has not done in the last five (5) years, and does no, business under any other name (including any trade‑name or fictitious business name) except for those names set forth on [Schedule 3.5]. Except as provided on [Schedule 3.5], Grantor has not changed its name, jurisdiction of organization, principal place of business, or chief executive office (or principal residence if Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five (5) years.

Grantor Trust. Any trust established by the Employer shall be between the Employer and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Employer’s creditors in the event of the Employer’s insolvency, until paid to the Participant and/or his Beneficiaries. The trust is intended to be treated as a grantor trust under the Code, and it is intended that the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto. The Employer must notify the trustee in the event of a lawsuit regarding the Plan or regarding its bankruptcy or insolvency.

Grantor Remains Liable. Notwithstanding anything to the contrary contained herein, # Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its respective duties and Secured Obligations thereunder to the same extent as if this Security Agreement had not been executed, # the exercise by Secured Party of any of its rights hereunder shall not release Grantor from any of its duties or Secured Obligations under the contracts and agreements included in the Collateral, and # Secured Party shall not have any obligation or liability under any of the contracts and agreements included in the Collateral by reason of this Security Agreement, nor shall Secured Party be obligated to perform any of the Secured Obligations or duties of Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

NO RELEASE OF GRANTOR. THE OBLIGATIONS OF GRANTOR UNDER THIS SECURITY AGREEMENT SHALL NOT BE REDUCED, LIMITED OR TERMINATED, NOR SHALL GRANTOR BE DISCHARGED FROM ANY OBLIGATION HEREUNDER, FOR ANY REASON WHATSOEVER (other than pursuant to Section 6.16), including (and whether or not the same shall have occurred or failed to occur once or more than once and whether or not Grantor shall have received notice thereof):

any logo, service mark, copyright, trade name or trademark of or associated with Grantor or any Affiliate of Grantor or any business of Grantor or of any Affiliate of Grantor;

And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor only, other than the following exceptions:

Such Grantor shall take all actions as such Grantor shall reasonably deem appropriate under the circumstances to protect the secrecy of all material Trade Secrets of such Grantor.

Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any # change in Grantor's name; # change in Grantor's assumed business name(s); # (if Grantor is a business) change in the ownership of the Grantor or management of the Grantor; change in the authorized signer(s); # change in Grantor's principal office address; # change in Grantor's state of organization; # conversion of Grantor to a new or different type of business entity; # merger of Grantor with or into, transfer by Grantor of all or substantially all of its assets to, or acquisition by Grantor of all or substantially all of the assets of, any other entity; or # change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notice.

Section # Grantor Remains Liable. The grant by Grantor to the Secured Party of the Security Interest shall not relieve Grantor of any obligations owing to any Person under or in respect of the Collateral.