270 Legal [Sample Agreements]

SECURITY AGREEMENT

THIS SECURITY AGREEMENT, dated as of December 28, 2007 (this “Agreement”), is entered into by Tribeca Lending Corp., a New York corporation (the “Borrower”), and each of the entities listed on the signature pages hereof as loan parties or that becomes a party hereto pursuant to Section 7.10 in favor of THE HUNTINGTON NATIONAL BANK (“Lender”), successor by merger to Sky Bank.

W i t n e s s e t h:

WHEREAS, Borrower and Lender have entered into that certain Master Credit and Security Agreement dated as of February 28, 2006 (as amended, restated, modified or supplemented from time to time, the “Master Credit Agreement”); and

WHEREAS, Borrower and Lender have entered into that certain Warehousing Credit and Security Agreement dated as of October 18, 2005 (as amended, restated, modified or supplemented from time to time, the “Flow Credit Agreement”); and

WHEREAS, as of even date herewith, the Borrower, each of the entities listed on the signature pages thereto, and Lender are executing and delivering that certain Forbearance Agreement and Amendment to Credit Agreements (as amended, restated, modified or supplemented from time to time, the “Forbearance Agreement”, and together with the the Master Credit Agreement, the Flow Credit Agreement, the “Credit Documents”); and

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ARTICLE II Grant of Security Interest

Section 2.1 Collateral

For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Loan Party or in which a Loan Party now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”:

all Accounts and all rights to payment of monetary obligations, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, or for services rendered or to be rendered, to a government, state, or governmental unit; all Chattel Paper; all Deposit Accounts; any amounts or refunds received from or in connection with any taxing authority; all Documents; all Equipment; all General Intangibles (including, without limitation, all contractual rights arising under any purchase agreement or assignments relating to mortgage loans); all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Vehicles; the Commercial Tort Claims described on Schedule 8 and on any supplement thereto received by Lender; all books and records pertaining to the other property described in this Section 2.1; all other goods and personal property of such Loan Party, whether tangible or intangible and wherever located; all property of any Loan Party held by Lender, including all property of every description, in the possession or custody of or in transit to Lender for any purpose, including safekeeping, collection or pledge, for the account of such Loan Party or as to which such Loan Party may have any right or power; and to the extent not otherwise included, all Proceeds.

Section 2.2 Grant of Security Interest in Collateral

Borrower and each other Loan Party, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, hereby collaterally assigns, mortgages, pledges and hypothecates to Lender, and grants (whether under the UCC or otherwise) to Lender a lien on and security interest in, and a collateral assignment of, all of its right, title and interest in, to and under the Collateral of such Loan Party; provided, however, that the foregoing grant of security interest shall not include a security interest in any Excluded Property; provided, further, that, if and when any property shall cease to be Excluded Property, Lender shall have, and at all times after the date hereof deemed to have had, a security interest in such property.
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