Filing 20262001243

Acknowledgment of Security Interest and Security Agreement: The Future Receivables sold by Seller to Purchaser pursuant to this Agreement are "accounts" or "payment intangibles" as those terms are defined in the Uniform Commercial Code as in effect in the state in which the Seller is located (the "UCC") and such sale shall constitute and shall be construed and treated for all purposes as a true and complete sale, conveying good title to the Future Receivables free and clear of any liens and encumbrances, from Seller to Purchaser. Seller acknowledges and agrees that: (i) the sale of the Future Receivables creates a security interest as defined in the UCC, (ii) this Agreement constitutes a "security agreement" under the UCC, and (iii) Purchaser has all the rights of a secured party under the UCC with respect to such Future Receivables. Seller further acknowledges and agrees that, with or without an Event of Default, Purchaser may notify account debtors, or other persons obligated on the Future Receivables, of Seller's sale of the Future Receivables and may instruct them to make payment or otherwise render performance to or for the benefit of the purchaser.