Exhibit 10.3


    
      
        

      

    

    Exhibit
      10.3

    
 

    SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT
      (this
“Security
      Agreement”)
      is
      entered into as of March 15, 2007 among BENIHANA
      INC.,
      a
      Delaware corporation (the “Borrower”),
      certain Subsidiaries of the Borrower (individually a “Guarantor”
and
      collectively the “Guarantors”;
      together with the Borrower, individually an “Obligor”,
      and
      collectively the “Obligors”)
      and
WACHOVIA
      BANK, NATIONAL ASSOCIATION (F/K/A FIRST UNION NATIONAL
      BANK),
      in its
      capacity as agent (in such capacity, the “Administrative
      Agent”)
      for
      the lenders from time to time party to the Credit Agreement described below
      (the
“Lenders”).

    


    RECITALS

    


    WHEREAS,
      pursuant to that certain Credit Agreement dated as of the date hereof (as
      amended, modified, extended, restated, replaced, or supplemented from time
      to
      time, the “Credit
      Agreement”),
      among
      the Borrower, the Guarantors, the Lenders party thereto and the Administrative
      Agent, the Lenders have agreed to make Loans and to issue and/or acquire
      participation interests in Letters of Credit upon the terms and subject to
      the
      conditions set forth therein; and

    


    WHEREAS,
      it is a
      condition precedent to the effectiveness of the Credit Agreement and the
      obligations of the Lenders to make their respective Loans and to issue and/or
      acquire participation interests in Letters of Credit under the Credit Agreement
      that the Obligors shall have executed and delivered this Security Agreement
      to
      the Administrative Agent for the ratable benefit of the Lenders.

    


    NOW,
      THEREFORE,
      in
      consideration of these premises and other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:

    


    1.            
      Definitions.

    


    (a)            
      Unless
      otherwise defined herein, capitalized terms used herein shall have the meanings
      ascribed to such terms in the Credit Agreement, and the following terms which
      are defined in the Uniform Commercial Code from time to time in effect in the
      State of North Carolina (the “UCC”)
      are
      used herein as so defined: Accessions, Accounts, As-Extracted Collateral,
      Chattel Paper, Commercial Tort Claims, Consumer Goods, Control, Deposit
      Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products,
      Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment
      Property, Letter-of-Credit Rights, Manufactured Homes, Proceeds, Securities
      Account, Securities Intermediary, Security Entitlement, Software, Supporting
      Obligations and Tangible Chattel Paper. For purposes of this Pledge Agreement,
      the term (a)
      “Lender” shall include any Hedging Agreement Provider and the term “Secured
      Hedging Agreement” shall mean any Hedging Agreement between a Credit Party and a
      Hedging Agreement Provider, as amended, modified, extended, restated, replaced
      or supplemented from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)            
      In
      addition, the following term shall have the following meaning:

    


    “Secured
      Obligations”
means:
      (i) all of the Credit Party Obligations (including obligations under Secured
      Hedging Agreements), howsoever evidenced, created, incurred or acquired, whether
      primary, secondary, direct, contingent, or joint and several and (ii) all
      expenses and charges, legal and otherwise, incurred by the Administrative Agent,
      the Lenders and/or the Secured Hedging Agreement Providers in collecting or
      enforcing any of the Credit Party Obligations or in realizing on or protecting
      any security therefor, including without limitation the security interest
      granted hereunder.

    


    2.            
      Grant
      of Security Interest in the Collateral.
      

    


    (a)           To
      secure
      the prompt payment and performance in full when due, whether by lapse of time,
      acceleration, mandatory prepayment or otherwise, of the Secured Obligations,
      each Obligor hereby grants to the Administrative Agent, for the ratable benefit
      of the Lenders, a continuing security interest in, and a right to set off
      against, any and all right, title and interest of such Obligor in and to the
      following, whether now owned or existing or owned, acquired, or arising
      hereafter (collectively, the “Collateral”):

    


    
      	 	 	
              (i)

            	
              all
                Accounts;

            


    

    


    
      	 	 	
              (ii)

            	
              all
                cash and Cash Equivalents;

            


    

    


    
      	 	 	
              (iii)

            	
              all
                Chattel Paper (including Electronic Chattel
                Paper);

            


    

    


    
      	 	 	
              (iv)

            	
              those
                certain Commercial Tort Claims of such Obligor set forth on Schedule
                2(a)(iv)
                attached hereto (as such Schedule may be updated from time to time
                by such
                Obligor);

            


    

    


    
      	 	 	
              (v)

            	
              all
                Copyright Licenses;

            


    

    


    
      	 	 	
              (vi)

            	
              all
                Copyrights;

            


    

    


    
      	 	 	
              (vii)

            	
              all
                Deposit Accounts;

            


    

    


    
      	 	 	
              (viii)

            	
              all
                Documents;

            


    

    


    
      	 	 	
              (ix)

            	
              all
                Equipment;

            


    

    


    
      	 	 	
              (x)

            	
              all
                Fixtures;

            


    

    


    
      	 	 	
              (xi)

            	
              all
                General Intangibles;

            


    

    


    
      	 	 	
              (xii)

            	
              all
                Goods;

            


    

     

    
      
        
        

      

      
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              (xiii)

            	
              all
                Instruments;

            


    

    


    
      	 	 	
              (xiv)

            	
              all
                Inventory;

            


    

    


    
      	 	 	
              (xv)

            	
              all
                Investment Property;

            


    

    


    
      	 	 	
              (xvi)

            	
              all
                Letter-of-Credit Rights;

            


    

    


    
      	 	 	
              (xvii)

            	
              all
                material contracts and all such other agreements, contracts, leases,
                licenses, tax sharing agreements or hedging arrangements now or hereafter
                entered into by an Obligor, as such agreements may be amended or
                otherwise
                modified from time to time (collectively, the “Assigned
                Agreements”),
                including without limitation, (A) all rights of an Obligor to receive
                moneys due and to become due under or pursuant to the Assigned Agreements,
                (B) all rights of an Obligor to receive proceeds of any insurance,
                indemnity, warranty or guaranty with respect to the Assigned Agreements,
                (C) claims of an Obligor for damages arising out of or for breach
                of or
                default under the Assigned Agreements and (D) the right of an Obligor
                to
                terminate the Assigned Agreements, to perform thereunder and to compel
                performance and otherwise exercise all remedies
                thereunder;

            


    

    


    
      	 	 	
              (xviii)

            	
              all
                Patent Licenses;

            


    

    


    
      	
            	(xix)	
              all
                Patents;

            


    

    


    
      	
            	(xx)	
              all
                Payment Intangibles;

            


    

    


    
      	 	 	
              (xxi)

            	
              all
                Trademark Licenses;

            


    

    


    
      	 	 	
              (xxii)

            	
              all
                Trademarks;

            


    

    


    
      	 	 	
              (xxiii)

            	
              all
                Supporting Obligations;

            


    

    


    
      	 	 	
              (xxiv)

            	
              all
                books, records, ledger cards, files, correspondence, computer programs,
                tapes, disks, and related data processing software (owned by such
                Obligor
                or in which it has an interest) that at any time evidence or contain
                information relating to any Collateral or are otherwise necessary
                or
                helpful in the collection thereof or realization
                thereupon;

            


    

     

    
      	 	 	
              (xxv)

            	
              all
                other personal property of any kind or type whatsoever owned by such
                Obligor; and

            


    

    


    
      	
            	(xxvi)	
              to
                the extent not otherwise included, all Accessions, Proceeds and products
                of any and all of the foregoing.

            


    

     

    
      
        
        

      

      
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    (b)           The
      Obligors and the Administrative Agent, on behalf of the Lenders, hereby
      acknowledge and agree that the security interest created hereby in the
      Collateral (i) constitutes continuing collateral security for all of the Secured
      Obligations, whether now existing or hereafter arising and (ii) is not to be
      construed as a present assignment of any Intellectual Property.

    


    (c)           The
      term
“Collateral” shall include any Secured Hedging Agreement and any rights of the
      Obligors thereunder only for purposes of this Section 2.

    


    3.           
      Provisions
      Relating to Accounts, Contracts and Agreements.

    


    (a)           Anything
      herein to the contrary notwithstanding, each of the Obligors shall remain liable
      under each of its Accounts, contracts and agreements to observe and perform
      all
      of the conditions and obligations to be observed and performed by it thereunder,
      all in accordance with the terms of any agreement giving rise to each such
      Account or the terms of such contract or agreement. Neither the Administrative
      Agent nor any Lender shall have any obligation or liability under any Account
      (or any agreement giving rise thereto), contract or agreement by reason of
      or
      arising out of this Security Agreement or the receipt by the Administrative
      Agent or any Lender of any payment relating to such Account, contract or
      agreement pursuant hereto, nor shall the Administrative Agent or any Lender
      be
      obligated in any manner to perform any of the obligations of an Obligor under
      or
      pursuant to any Account (or any agreement giving rise thereto), contract or
      agreement, to make any payment, to make any inquiry as to the nature or the
      sufficiency of any payment received by it or as to the sufficiency of any
      performance by any party under any Account (or any agreement giving rise
      thereto), contract or agreement, to present or file any claim, to take any
      action to enforce any performance or to collect the payment of any amounts
      which
      may have been assigned to it or to which it may be entitled at any time or
      times.

    


    (b)           The
      Administrative Agent hereby authorizes the Obligors to collect the Accounts;
      provided,
      that
      the Administrative Agent may curtail or terminate such authority at any time
      after the occurrence and during the continuation of an Event of Default. If
      required by the Administrative Agent at any time after the occurrence and during
      the continuation of an Event of Default, any payments of Accounts, when
      collected by the Obligors (i) shall be forthwith (and in any event within
      two (2) Business Days) deposited by the Obligors in a collateral account
      maintained under the sole dominion and control of the Administrative Agent,
      subject to withdrawal by the Administrative Agent for the account of the Lenders
      only as provided in Section 12 hereof, and (ii) until so turned over,
      shall be held by the Obligors in trust for the Administrative Agent and the
      Lenders, segregated from other funds of the Obligors.

    


    (c)           At
      any
      time and from time to time, the Administrative Agent shall have the right,
      but
      not the obligation, to make test verifications of the Accounts in any manner
      and
      through any medium that it reasonably considers advisable, and the Obligors
      shall furnish all such assistance and information as the Administrative Agent
      may require in connection with such test verifications. Upon the Administrative
      Agent’s request and at the expense of the Obligors, the Obligors shall cause
      independent public accountants or others satisfactory to the Administrative
      Agent to furnish to the Administrative Agent reports showing reconciliations,
      aging and test verifications of, and trial balances for, the Accounts. The
      Administrative Agent in its own name or in the name of others may communicate
      with account debtors on the Accounts to verify with them to the Administrative
      Agent’s satisfaction the existence, amount and terms of any
      Accounts.

     

    
      
        
        

      

      
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    4.           
      Representations
      and Warranties.
      Each
      Obligor hereby represents and warrants to the Administrative Agent, for the
      benefit of the Lenders, that so long as any of the Secured Obligations (other
      than contingent indemnity obligations that survive termination of the Credit
      Documents pursuant to the stated terms thereof) remain outstanding, any Credit
      Document or Secured Hedging Agreement is in effect, and until all of the
      Commitments shall have been terminated:

    


    (a)           Chief
      Executive Office; Books & Records; Legal Name; State of
      Formation.
      As of
      the Closing Date, each Obligor’s chief executive office and chief place of
      business are (and for the prior four (4) months has been, or, to the extent
      organized for less than four (4) months, for the entire period of organization)
      located at the locations set forth on Schedule
      6.20(b)
      to the
      Credit Agreement, and as of the Closing Date each Obligor keeps its books and
      records at such locations. As of the Closing Date, each Obligor’s exact legal
      name is as shown in this Security Agreement and its state of incorporation
      or
      organization is (and for the prior four (4) months has been, or, to the extent
      organized for less than four (4) months, for the entire period of organization)
      the location set forth on Schedule
      6.20(b)
      to the
      Credit Agreement. No Obligor has in the four (4) months preceding the Closing
      Date changed its name (or, to the extent organized for less than four (4)
      months, has ever changed its name), been party to a merger, consolidation or
      other change in structure or used any tradename not disclosed on Schedule
      4(a)
      attached
      hereto (as updated from time to time).

    


    (b)           Location
      of Tangible Collateral.
      As of
      the Closing Date, the location of all tangible Collateral owned by each Obligor
      is as shown on Schedule
      6.20(b)
      to the
      Credit Agreement.

    


    (c)           Ownership.
      Each
      Obligor is the legal and beneficial owner of its Collateral and, subject to
      Section 2(b), has the right to pledge, sell, assign or transfer the same.


    
 

    (d)           Security
      Interest/Priority.
      This
      Security Agreement creates a valid security interest in favor of the
      Administrative Agent, for the benefit of the Lenders, in the Collateral of
      such
      Obligor and, when properly perfected by filing, obtaining possession, the
      granting of Control to the Administrative Agent or otherwise, shall constitute
      a
      valid first priority, perfected security interest in such Collateral, to the
      extent such security interest can be perfected by (i)
      filing,
      obtaining possession, the granting of Control or otherwise under the UCC,
      (ii)
      by
      filing an appropriate notice with the United States Patent and Trademark Office
      or the United States Copyright Office, or (iii)
      such
      other action as may be required pursuant to any applicable jurisdictions’
certificate of title statute, free and clear of all Liens except for Permitted
      Liens.

     

    
      
        
        

      

      
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    (e)           Consents.
      Except
      for (i)
      the
      filing or recording of UCC financing statements, (ii)
      the
      filing of appropriate notices with the United States Patent and Trademark Office
      and the United States Copyright Office, (iii)
      obtaining Control to perfect the Liens created by this Security Agreement,
      (iv)
      compliance with the Federal Assignment of Claims Act or comparable state law,
      and/or (v)
      the
      filing, registration or other action required pursuant to any applicable
      certificate of title statute, no consent or authorization of, filing with,
      or
      other act by or in respect of, any arbitrator or Governmental Authority and
      no
      consent of any other Person (including, without limitation, any stockholder,
      member or creditor of such Obligor) is required (A) for the grant by such
      Obligor of the security interest in the Collateral granted hereby or for the
      execution, delivery or performance of this Security Agreement by such Obligor
      or
      (B) for the perfection of such security interest or the exercise by the
      Administrative Agent of the rights and remedies provided for in this Security
      Agreement.

    


    (f)           
      Types
      of Collateral.
      None of
      the Collateral consists of, or is the Proceeds of, As-Extracted Collateral,
      Consumer Goods, Farm Products, Manufactured Homes or standing timber (as such
      term is used in the UCC).

    


    (g)           Accounts.
      With
      respect to the Accounts of the Obligors: (i) the goods sold and/or services
      furnished giving rise to each Account are not subject to any security interest
      or Lien except the first priority, perfected security interest granted to the
      Administrative Agent herein and except for Permitted Liens; (ii) each Account
      and the papers and documents of the applicable Obligor relating thereto are
      genuine and in all material respects what they purport to be; (iii) each
      Account arises out of a bona fide transaction for goods sold and delivered
      (or
      in the process of being delivered) by an Obligor or for services actually
      rendered by an Obligor, which transaction was conducted in the ordinary course
      of the Obligor’s business and was completed in accordance with the terms of any
      documents pertaining thereto; (iv) no Account of an Obligor is evidenced by
      any
      Instrument or Chattel Paper unless such Instrument or Chattel Paper has been
      theretofore endorsed over and delivered to, or submitted to the Control of,
      the
      Administrative Agent; (v) the amount of each Account as shown on the applicable
      Obligor’s books and records, and on all invoices and statements which may be
      delivered to the Administrative Agent with respect thereto, is due and payable
      to the applicable Obligor and is not in any way contingent; (vi) to each of
      the
      Obligor’s knowledge, the account debtor with respect to each Account has the
      capacity to contract; (vii) no surety bond was required or given in connection
      with any Account of an Obligor or the contracts or purchase orders out of which
      they arose; (viii) no Account is evidenced by a judgment, there are no set-offs,
      counterclaims or disputes existing or asserted with respect to any material
      Account, and no Obligor has made any agreement with any account debtor for
      any
      deduction from any Account except for deductions made in the ordinary course
      of
      its business; (ix) there are no facts, events or occurrences which in any
      material respect impair the validity or enforcement of any Account or tend
      to
      materially reduce the amount payable thereunder as shown on the applicable
      Obligor’s books and records; and (x) the right to receive payment under each
      Account is assignable except where the account debtor with respect to such
      Account is a Governmental Authority, to the extent assignment of any such right
      to payment is prohibited or limited by applicable law, regulations,
      administrative guidelines or contract.

     

    
      
        
        

      

      
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    (h)           Inventory.
      No
      Inventory of an Obligor is held by a third party (other than an Obligor)
      pursuant to consignment, sale or return, sale on approval or similar
      arrangement.

    


    (i)           
      Intellectual
      Property.

    


    (i)           Schedule
      6.17
      to the
      Credit Agreement includes all Intellectual Property owned by or licensed by
      or
      to the Obligors as of the date hereof.

    


    (ii)          All
      Intellectual Property of each Obligor is valid, subsisting, unexpired,
      enforceable and has not been abandoned, and each Obligor is legally entitled
      to
      use each of its tradenames.

    


    (iii)         Except
      as
      set forth in Schedule
      6.17
      to the
      Credit Agreement, none of the Intellectual Property of the Obligors is the
      subject of any licensing or franchise agreement.

    


    (iv)        No
      holding, decision or judgment has been rendered by any Governmental Authority
      which would limit, cancel or question the validity of any Intellectual Property
      of the Obligors.

    


    (v)         No
      action
      or proceeding is pending seeking to limit, cancel or question the validity
      of
      any Intellectual Property of the Obligors, or which, if adversely determined,
      would have a material adverse effect on the value of any such Intellectual
      Property.

    


    (vi)        All
      applications pertaining to the Intellectual Property of each Obligor have been
      duly and properly filed, and all registrations or letters pertaining to such
      Intellectual Property have been duly and properly filed and issued, and all
      of
      such Intellectual Property is valid and enforceable.

    


    (vii)       No
      Obligor has made any assignment or entered into any agreement in conflict with
      the security interest of the Administrative Agent in the Intellectual Property
      of each Obligor hereunder.

    


    (j)           
      Documents,
      Instruments and Chattel Paper.
      Set
      forth on Schedule
      4(j)
      is a
      description of all Documents,
      Instruments, and Tangible Chattel Paper of the Obligors as of the Closing
      Date.
      All
      Documents, Instruments and Chattel Paper describing, evidencing or constituting
      Collateral are, to the Obligors’ knowledge, complete, valid, and genuine.


    


    (k)           Equipment.
      With
      respect to each Obligor’s Equipment: (i) such Obligor has good and marketable
      title thereto; (ii) all such Equipment is in normal operating condition and
      repair, ordinary wear and tear alone and casualty events excepted, and is
      suitable for the uses to which it is customarily put in the conduct of such
      Obligor’s business; and (iii) no Equipment used in the conduct of such Obligor’s
      business is leased, except for non-material items.

     

    
      
        
        

      

      
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    (l)           Restrictions
      on Security Interest.
      None of
      the Obligors is party to any material license or any material lease that
      contains legally enforceable restrictions on the granting of a security interest
      therein.

    


    (m)           Collateral
      Requiring Control to Perfect.
      Set
      forth on Schedule
      4(m)
      is a
      description of all Deposit
      Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts
      and uncertificated Investment Property of the Obligors as of the Closing Date,
      including the name and address of (i)
      in the
      case of a Deposit Account, the depository institution, (ii)
      in the
      case of Electronic Chattel Paper, the account debtor, (iii)
      in the
      case of Letter-of-Credit Rights, the issuer or nominated person, as applicable,
      and (iv)
      in the
      case of a Securities Account or other uncertificated Investment Property, the
      Securities Intermediary or issuer, as applicable.

    


    5.           Covenants.
      Each
      Obligor covenants that, so long as any of the Secured Obligations (other than
      contingent indemnity obligations that survive termination of the Credit
      Documents pursuant to the stated terms thereof) remain outstanding, any Credit
      Document or Secured Hedging Agreement is in effect, and until all of the
      Commitments shall have been terminated, such Obligor shall:

    


    (a)           Perfection
      of Security Interest by Filing, Etc.
      Execute
      and deliver to the Administrative Agent and/or file such agreements, assignments
      or instruments (including affidavits, notices, reaffirmations, amendments and
      restatements of existing documents, and any document as may be necessary if
      the
      law of any jurisdiction other than North Carolina becomes or is applicable
      to
      the Collateral or any portion thereof, in each case, as the Administrative
      Agent
      may reasonably request) and do all such other things as the Administrative
      Agent
      may reasonably deem necessary or appropriate (i) to assure to the Administrative
      Agent its security interests hereunder are perfected, including (A) such
      financing statements (including continuation statements) or amendments thereof
      or supplements thereto or other instruments as the Administrative Agent may
      from
      time to time reasonably request in order to perfect and maintain the security
      interests granted hereunder in accordance with the UCC and any other personal
      property security legislation in the appropriate state(s) or province(s), (B)
      with
      regard to Copyrights
      and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights
      for
      filing with the United States Copyright Office in the form of Exhibit
      A
      attached
      hereto, (C) with regard to Patents and Patent Licenses, a Notice of Grant of
      Security Interest in Patents for filing with the United States Patent and
      Trademark Office in the form of Exhibit
      B
      attached
      hereto and (D) with regard to Trademarks and Trademark Licenses, a Notice of
      Grant of Security Interest in Trademarks for filing with the United States
      Patent and Trademark Office in the form of Exhibit
      C
      attached
      hereto, (ii) to consummate the transactions contemplated hereby and (iii) to
      otherwise protect and assure the Administrative Agent of its rights and
      interests hereunder. Each
      Obligor hereby authorizes the Administrative Agent to prepare and file such
      financing statements (including continuation statements) or amendments thereof
      or supplements thereto or other instruments as the Administrative Agent may
      from
      time to time deem necessary or appropriate in order to perfect and maintain
      the
      security interests granted hereunder in accordance with the UCC, including,
      without limitation, any financing statement that describes the Collateral as
      “all personal property” or “all assets” of such Obligor or that describes the
      Collateral in some other manner as the Administrative Agent deems necessary
      or
      advisable. Each
      Obligor agrees to mark its books and records to reflect the security interest
      of
      the Administrative Agent in the Collateral.

     

    
      
        
        

      

      
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    (b)           Perfection
      of Security Interest by Possession.
      If (i)
      any amount payable under or in connection with any of the Collateral shall
      be or
      become evidenced by any Instrument, Tangible Chattel Paper or Supporting
      Obligation or (ii) any Collateral shall be stored or shipped subject to a
      Document or (iii) any Collateral shall consist of Investment Property in the
      form of certificated securities, promptly notify the Administrative Agent of
      the
      existence of such Collateral and at the request of the Administrative Agent,
      deliver such Instrument, Chattel Paper, Supporting Obligation, Document or
      Investment Property to the Administrative Agent, duly endorsed in a manner
      satisfactory to the Administrative Agent, to be held as Collateral pursuant
      to
      this Security Agreement. 

    


    (c)           Perfection
      of Security Interest Through Control.
      If any
      Collateral shall consist of Deposit Accounts, Electronic Chattel Paper,
      Letter-of-Credit Rights, Securities Accounts or uncertificated Investment
      Property, execute and deliver (and,
      with
      respect to any Collateral consisting of a Securities Account or uncertificated
      Investment Property, cause the Securities Intermediary or the issuer, as
      applicable, with respect to such Investment Property to execute
      and
      deliver) to the Administrative Agent all control agreements, assignments,
      instruments or other documents as reasonably requested by the Administrative
      Agent for the purposes of obtaining and maintaining Control of such Collateral.
      

    


    (d)           Other
      Liens.
      Defend
      its interests in the Collateral against the claims and demands of all other
      parties claiming an interest therein and keep the Collateral free from all
      Liens, except for Permitted Liens. Neither the Administrative Agent nor any
      Lender authorizes any Obligor to, and no Obligor shall, sell, exchange,
      transfer, assign, lease or otherwise dispose of the Collateral or any interest
      therein, except as permitted under the Credit Agreement.

    


    (e)           Preservation
      of Collateral.
      Keep
      the Collateral in good order, condition and repair in all material respects,
      ordinary wear and tear excepted; not use the Collateral in violation of the
      provisions of this Security Agreement or
      any
      other agreement relating to the Collateral or any policy insuring the Collateral
      or any applicable Requirement of Law; not permit any Collateral to be or become
      a fixture to real property or an accession to other personal property unless
      the
      Administrative Agent has a valid, perfected and first priority security interest
      for the benefit of the Lenders in such real or personal property; and not,
      without the prior written consent of the Administrative Agent, alter or remove
      any identifying symbol or number on its Equipment.

     

    
      
        
        

      

      
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    (f)           Changes
      in Structure or Location.
      Not,
      without providing thirty (30) days prior written notice to the Administrative
      Agent and without filing (or confirming that the Administrative Agent has filed)
      such financing statements and amendments to any previously filed financing
      statements as the Administrative Agent may require, (i) alter its legal
      existence or, in one transaction or a series of transactions, merge into or
      consolidate with any other entity, or sell all or substantially all of its
      assets, (ii) change its state of incorporation or organization, or (iii) change
      its registered legal name.

    


    (g)           Inspection.
      Allow
      the Administrative Agent or its representatives to visit and inspect the
      Collateral as set forth in Section 7.10 of the Credit Agreement.

    


    (h)           Collateral
      Held by Warehouseman, Bailee, etc.
      If any
      Collateral is at any time in the possession or control of a warehouseman, bailee
      or any agent or processor of such Obligor, (i) notify the Administrative Agent
      of such possession, (ii) upon the request of the Administrative Agent, notify
      such Person of the Administrative Agent’s security interest for the benefit of
      the Lenders in such Collateral, (iii) instruct such Person to hold all such
      Collateral for the Administrative Agent’s account subject to the Administrative
      Agent’s instructions and (iv) obtain an acknowledgment from such Person that it
      is holding such Collateral for the benefit of the Administrative
      Agent.

    


    (i)           
      Treatment
      of Accounts.
      (i) Not
      grant or extend the time for payment of any Account, or compromise or settle
      any
      Account for less than the full amount thereof, or release any person or
      property, in whole or in part, from payment thereof, or allow any credit or
      discount thereon, other than as normal and customary in the ordinary course
      of
      an Obligor’s business and (ii)
      maintain at its principal place of business a record of Accounts consistent
      with
      customary business practices.

    


    (j)           
      Covenants
      Relating to Inventory.

    


    (i)           Maintain,
      keep and preserve its Inventory in good salable condition at its own cost and
      expense.

    


    (ii)          Comply
      with all reporting requirements set forth in the Credit Agreement with respect
      to Inventory.

    


    (iii)         If
      any of
      the Inventory is at any time evidenced by a document of title, promptly notify
      the Administrative Agent thereof and, upon the request of the Administrative
      Agent, deliver such document of title to the Administrative Agent.

    


    (k)           Covenants
      Relating to Copyrights.

    


    (i)           Employ
      the Copyright for each material Work with such notice of copyright as may be
      required by law to secure copyright protection.

     

    
      
        
        

      

      
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    (ii)          Not
      do
      any act or knowingly omit to do any act whereby any Copyright may become
      invalidated and (A) not do any act, or knowingly omit to do any act, whereby
      any
      material Copyright may become injected into the public domain; (B) notify the
      Administrative Agent immediately if it knows, or has reason to know, that any
      material Copyright could reasonably be expected to become injected into the
      public domain or of any adverse determination or development (including, without
      limitation, the institution of, or any such determination or development in,
      any
      proceeding in any court or tribunal in the United States or any other country)
      regarding an Obligor’s ownership of any such Copyright or its validity; (C) take
      all necessary steps as it shall deem appropriate under the circumstances, to
      maintain and pursue each application (and to obtain the relevant registration)
      and to maintain each registration of each material Copyright owned by an Obligor
      including, without limitation, filing of applications for renewal where
      necessary; and (D) promptly notify the Administrative Agent of any material
      infringement of any material Copyright of an Obligor of which it becomes aware
      and take such actions as it shall reasonably deem appropriate under the
      circumstances to protect such Copyright, including, where appropriate, the
      bringing of suit for infringement, seeking injunctive relief and seeking to
      recover any and all damages for such infringement.

    


    (iii)         Not
      make
      any assignment or agreement in conflict with the security interest in the
      Copyrights of each Obligor hereunder.

    


    (l)          
       Covenants
      Relating to Patents and Trademarks.

    


    (i)           (A)
      Continue to use each Trademark in order to maintain such Trademark in full
      force
      free from any claim of abandonment for non-use, (B)
      maintain as in the past the quality of products and services offered under
      such
      Trademark, (C)
      employ
      such Trademark with the appropriate notice of registration, (D)
      not
      adopt or use any mark which is confusingly similar or a colorable imitation
      of
      such Trademark unless the Administrative Agent, for the ratable benefit of
      the
      Lenders, shall obtain a perfected security interest in such mark pursuant to
      this Security Agreement, and (E)
      not
      (and not permit any licensee or sublicensee thereof to) do any act or knowingly
      omit to do any act whereby any Trademark may become invalidated.

    


    (ii)          Not
      do
      any act, or omit to do any act, whereby any material Patent may become abandoned
      or dedicated.

    


    (iii)         Promptly
      notify the Administrative Agent if it knows, or has reason to know, that any
      application or registration relating to any material Patent or material
      Trademark may become abandoned or dedicated, or of any adverse determination
      or
      development (including, without limitation, the institution of, or any such
      determination or development in, any proceeding in the United States Patent
      and
      Trademark Office or any court or tribunal in any country) regarding an Obligor’s
      ownership of any such Patent or Trademark or its right to register the same
      or
      to keep, maintain and use the same.

     

    
      
        
        

      

      
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    (iv)        Take
      all
      reasonable and necessary steps, including, without limitation, in any proceeding
      before the United States Patent and Trademark Office, or any similar office
      or
      agency in any other country or any political subdivision thereof, to maintain
      and pursue each application, to obtain the relevant registration and to maintain
      each registration of all material Patents and material Trademarks, including,
      without limitation, filing of applications for renewal, affidavits of use and
      affidavits of incontestability.

    


    (v)         Promptly
      notify the Administrative Agent after it learns that any material Patent or
      material Trademark included in the Collateral is infringed, misappropriated
      or
      diluted by a third party and promptly sue for infringement, misappropriation
      or
      dilution, to seek injunctive relief where appropriate and to recover any and
      all
      damages for such infringement, misappropriation or dilution, or take such other
      actions as it shall reasonably deem appropriate under the circumstances to
      protect such Patent or Trademark.

    


    (vi)        Not
      make
      any assignment or agreement in conflict with the security interest in the
      Patents or Trademarks of any Obligor hereunder.

    


    (m)          New
      Patents, Copyrights and Trademarks.
      In
      accordance with Section 6.17 of the Credit Agreement, provide the Administrative
      Agent with (i) a listing of all applications, if any, for new Copyrights,
      Patents or Trademarks (together with a listing of the issuance of registrations
      or letters on present applications), which new applications and issued
      registrations or letters shall be subject to the terms and conditions hereunder,
      and (ii) (A) with respect to Copyrights and Copyright Licenses, a duly executed
      Notice of Grant of Security Interest in Copyrights, (B) with respect to Patents
      and Patent Licenses, a duly executed Notice of Grant of Security Interest in
      Patents, (C) with respect to Trademarks and Trademark Licenses, a duly executed
      Notice of Grant of Security Interest in Trademarks or (D) such other duly
      executed documents as the Administrative Agent may request in a form acceptable
      to counsel for the Administrative Agent and suitable for recording to evidence
      the security interest of the Administrative Agent on behalf of the Lenders
      in
      the Copyright, Patent or Trademark which is the subject of such new application,
      and
      the
      goodwill and General Intangibles of such Obligor relating thereto or represented
      thereby.

    


    (n)           Commercial
      Tort Claims; Notice of Litigation.
      Promptly (i) forward to the Administrative Agent written notification of any
      and
      all Commercial Tort Claims of the Obligors, including, but not limited to,
      any
      and all actions, suits, and proceedings before any court or Governmental
      Authority by or affecting such Obligor or any of its Subsidiaries and (ii)
      execute and deliver such statements, documents and notices and do and cause
      to
      be done all such things as may be required by the Administrative Agent, or
      required by law, including all things which may from time to time be necessary
      under the UCC to fully create, preserve, perfect and protect the priority of
      the
      Administrative Agent’s security interest in any Commercial Tort
      Claims.

     

    
      
        
        

      

      
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    (o)           Status
      of Collateral as Personal Property.
      At all
      times maintain the Collateral as personal property and not affix any of the
      Collateral to any real property in a manner which would change its nature from
      personal property to real property or a Fixture.

    


    (p)           Regulatory
      Approvals.
      Promptly, and at its expense, execute and deliver, or cause to be executed
      and
      delivered, all applications, certificates, instruments, registration statements,
      and all other documents and papers the Administrative Agent may reasonably
      request and as may be required by law to acquire any Governmental Approval
      or
      the consent, approval, registration, qualification or authorization of any
      other
      Person deemed necessary or appropriate for the effective exercise of any of
      the
      rights under this Security Agreement. Without limiting the generality of the
      foregoing, if an Event of Default shall have occurred and be continuing, each
      Obligor shall take any action which the Administrative Agent may reasonably
      request in order to transfer and assign to the Administrative Agent, or to
      such
      one or more third parties as the Administrative Agent may designate, or to
      a
      combination of the foregoing, each Government Approval of such Obligor. To
      enforce the provisions of this subsection, upon the occurrence and during the
      continuance of an Event of Default, the Administrative Agent is empowered to
      request the appointment of a receiver from any court of competent jurisdiction.
      Such receiver shall be instructed to seek from the Governmental Authority an
      involuntary transfer of control of each such Governmental Approval for the
      purpose of seeking a bona fide purchaser to whom control will ultimately be
      transferred. Each Obligor hereby agrees to authorize such an involuntary
      transfer of control upon the request of the receiver so appointed, and, if
      such
      Obligor shall refuse to authorize the transfer, its approval may be required
      by
      the court. Upon the occurrence and continuance of an Event of Default, such
      Obligor shall further use its reasonable best efforts to assist in obtaining
      Governmental Approvals, if required, for any action or transaction contemplated
      by this Security Agreement, including, without limitation, the preparation,
      execution and filing with the Governmental Authority of such Obligor’s portion
      of any necessary or appropriate application for the approval of the transfer
      or
      assignment of any portion of the assets (including any Governmental Approval)
      of
      such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy
      at law for failure of such Obligor to comply with the provisions of this
      subsection would be inadequate and that such failure would not be adequately
      compensable in damages, such Obligor agrees that the covenants contained in
      this
      subsection may be specifically enforced, and such Obligor hereby waives and
      agrees not to assert any defenses against an action for specific performance
      of
      such covenants.

    


    (q)           Insurance.
      Insure,
      repair and replace the Collateral of such Obligor as set forth in the Credit
      Agreement. Each Obligor shall promptly notify the Administrative Agent, in
      accordance with Section 7.6 of the Credit Agreement, of any material updates
      to
      its material insurance policies. All proceeds derived from insurance on the
      Collateral shall be subject to the security interest of the Administrative
      Agent
      hereunder.

    


    (r)           
      Covenants
      Relating to the Assigned Agreements.
      

     

    
      
        
        

      

      
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    (i)           Upon
      the
      request of the Administrative Agent, each Obligor shall, at its expense, (A)
      furnish to the Administrative Agent copies of all notices, requests and other
      documents received by such Obligor under or pursuant to the Assigned Agreements,
      and such other information and reports regarding the Assigned Agreements and
      (B)
      make to any other party to any Assigned Agreement such demands and requests
      for
      information and reports or for action as an Obligor is entitled to make
      thereunder.

    


    (ii)          Unless
      the applicable Obligor believes it is necessary in the prudent conduct of its
      business, no Obligor shall (A) cancel or terminate any Assigned Agreement of
      such Obligor or consent to or accept any cancellation or termination thereof;
      (B) amend or otherwise modify any Assigned Agreement of such Obligor or give
      any
      consent, waiver or approval thereunder; (C) waive any default under or breach
      of
      any Assigned Agreement of such Obligor; or (D) take any other action in
      connection with any Assigned Agreement of such Obligor which would impair the
      value of the interest or rights of such Obligor thereunder or which would impair
      the interests or rights of the Administrative Agent.

    


    6.           License
      of Intellectual Property.
      The
      Obligors hereby assign, transfer and convey to the Administrative Agent,
      effective upon the occurrence and during the continuance of any Event of
      Default, the nonexclusive right and license to use all Intellectual Property
      owned or used by any Obligor that relate to the Collateral and any other
      collateral granted by the Obligors as security for the Secured Obligations,
      together with any goodwill associated therewith, all to the extent necessary
      to
      enable the Administrative Agent to use, possess and realize on the Collateral
      and to enable any successor or assign to enjoy the benefits of the Collateral.
      This right and license shall inure to the benefit of all successors, assigns
      and
      transferees of the Administrative Agent and its successors, assigns and
      transferees, whether by voluntary conveyance, operation of law, assignment,
      transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right
      and
      license is granted free of charge, without requirement that any monetary payment
      whatsoever be made to the Obligors.

    


    7.           Special
      Provisions Regarding Inventory.
      Notwithstanding anything to the contrary contained in this Security Agreement,
      each Obligor may, unless and until an Event of Default occurs and is continuing
      and the Administrative Agent instructs such Obligor otherwise, without further
      consent or approval of the Administrative Agent, use, consume, sell, lease
      and
      exchange its Inventory in the ordinary course of its business as presently
      conducted, whereupon, in the case of such a sale or exchange, the security
      interest created hereby in the Inventory so sold or exchanged (but not in any
      Proceeds arising from such sale or exchange) shall cease immediately without
      any
      further action on the part of the Administrative Agent.

    


    8.           Performance
      of Obligations; Advances by Administrative Agent.
      On
      failure of any Obligor to perform any of the covenants and agreements contained
      herein, the Administrative Agent may, at its sole option and in its sole
      discretion, perform or cause to be performed the same and in so doing may expend
      such sums as the Administrative Agent may reasonably deem advisable in the
      performance thereof, including, without limitation, the payment of any insurance
      premiums, the payment of any taxes, a payment to obtain a release of a Lien
      or
      potential Lien, expenditures made in defending against any adverse claim and
      all
      other expenditures which the Administrative Agent may make for the protection
      of
      the security interest hereof or may be compelled to make by operation of law.
      All such sums and amounts so expended shall be repayable by the Obligors on
      a
      joint and several basis promptly upon timely notice thereof and demand therefor,
      shall constitute additional Secured Obligations and shall bear interest from
      the
      date said amounts are expended at the default rate for Revolving Loans that
      are
      Base Rate Loans set forth in Section 3.1 of the Credit Agreement. No
      such
      performance of any covenant or agreement by the Administrative Agent on behalf
      of any Obligor, and no such advance or expenditure therefor, shall relieve
      the
      Obligors of any default under the terms of this Security Agreement, the other
      Credit Documents or any Secured Hedging Agreement. The Administrative Agent
      may
      make any payment hereby authorized in accordance with any bill, statement or
      estimate procured from the appropriate public office or holder of the claim
      to
      be discharged without inquiry into the accuracy of such bill, statement or
      estimate or into the validity of any tax assessment, sale, forfeiture, tax
      lien,
      title or claim except to the extent such payment is being contested in good
      faith by an Obligor in appropriate proceedings and against which adequate
      reserves are being maintained in accordance with GAAP.

     

    
      
        
        

      

      
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    9.           Events
      of Default.

    


    The
      occurrence of an event which under the Credit Agreement would constitute an
      Event of Default shall be an event of default hereunder (an “Event
      of Default”).

    


    10.         Remedies.

    


    (a)           General
      Remedies.
      Upon
      the occurrence of an Event of Default and during continuation thereof, the
      Administrative Agent and the Lenders shall have, in addition to the rights
      and
      remedies provided herein, in the Credit Documents, in any Secured Hedging
      Agreement or by law (including, but not limited to, levy of attachment,
      garnishment and the rights and remedies set forth in the UCC of the jurisdiction
      applicable to the affected Collateral), the rights and remedies of a secured
      party under the UCC (regardless of whether the UCC is the law of the
      jurisdiction where the rights and remedies are asserted and regardless of
      whether the UCC applies to the affected Collateral), and further, the
      Administrative Agent may, with or without judicial process or the aid and
      assistance of others, (i) enter on any premises on which any of the Collateral
      may be located and, without resistance or interference by the Obligors, take
      possession of the Collateral, (ii) dispose of any Collateral on any such
      premises, (iii) require the Obligors to assemble and make available to the
      Administrative Agent at the expense of the Obligors any Collateral at any place
      and time designated by the Administrative Agent which is reasonably convenient
      to both parties, (iv) remove any Collateral from any such premises for the
      purpose of effecting the sale or other disposition thereof, and/or (v) without
      demand and without advertisement, notice, hearing or process of law, all of
      which each of the Obligors hereby waives to the fullest extent permitted by
      law,
      at any place and time or times, sell and deliver any or all Collateral held
      by
      or for it at public or private sale, by one or more contracts, in one or more
      parcels, for cash, upon credit or otherwise, at such prices and upon such terms
      as the Administrative Agent deems advisable, in its sole discretion (subject
      to
      any and all mandatory legal requirements). Neither
      the Administrative Agent’s compliance with any applicable state or federal law
      in the conduct of such sale, nor its disclaimer of any warranties relating
      to
      the Collateral, shall be considered to adversely affect the commercial
      reasonableness of such sale. In
      addition to all other sums due the Administrative Agent and the Lenders with
      respect to the Secured Obligations, the Obligors shall pay the Administrative
      Agent and each of the Lenders all reasonable documented costs and expenses
      incurred by the Administrative Agent or any such Lender, including, but not
      limited to, reasonable attorneys’ fees and court costs, in obtaining or
      liquidating the Collateral, in enforcing payment of the Secured Obligations,
      or
      in the prosecution or defense of any action or proceeding by or against the
      Administrative Agent or the Lenders or the Obligors concerning any matter
      arising out of or connected with this Security Agreement, any Collateral or
      the
      Secured Obligations, including, without limitation, any of the foregoing arising
      in, arising under or related to a case under the Bankruptcy Code. To the extent
      the rights of notice cannot be legally waived hereunder, each Obligor agrees
      that any requirement of reasonable notice shall be met if such notice is
      personally served on or mailed, postage prepaid, to the Borrower in accordance
      with the notice provisions of Section 11.1 of the Credit Agreement at least
      ten
      (10) days before the time of sale or other event giving rise to the requirement
      of such notice. The Administrative Agent and the Lenders shall not be obligated
      to make any sale or other disposition of the Collateral regardless of notice
      having been given. To the extent permitted by law, any Lender may be a purchaser
      at any such sale. To the extent permitted by applicable law, each of the
      Obligors hereby waives all of its rights of redemption with respect to any
      such
      sale. Subject to the provisions of applicable law, the Administrative Agent
      and
      the Lenders may postpone or cause the postponement of the sale of all or any
      portion of the Collateral by announcement at the time and place of such sale,
      and such sale may, without further notice, to the extent permitted by law,
      be
      made at the time and place to which the sale was postponed, or the
      Administrative Agent and the Lenders may further postpone such sale by
      announcement made at such time and place.

     

    
      
        
        

      

      
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    (b)           Remedies
      Relating to Accounts.
      Upon
      the occurrence of an Event of Default and during the continuation thereof,
      whether or not the Administrative Agent has exercised any or all of its rights
      and remedies hereunder, the Administrative Agent shall have the right to enforce
      any Obligor’s rights against any account debtors and obligors on such Obligor’s
      Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts
      remitted to or on behalf of the Administrative Agent in accordance with the
      provisions of this Section shall be solely for the Administrative Agent’s own
      convenience and that such Obligor shall not have any right, title or interest
      in
      such Proceeds or in any such other amounts except as expressly provided herein.
      After the occurrence and during the continuance of an Event of Default, to
      the
      extent required by the Administrative Agent, each Obligor agrees to execute
      any
      document or instrument, and to take any action, necessary under applicable
      law
      (including the Federal Assignment of Claims Act) in order for the Administrative
      Agent to exercise its rights and remedies (or be able to exercise its rights
      and
      remedies at some future date) with respect to any Accounts of such Obligor
      where
      the account debtor is a Governmental Authority. The Administrative Agent and
      the
      Lenders shall have no liability or responsibility to any Obligor for acceptance
      of a check, draft or other order for payment of money bearing the legend
“payment in full” or words of similar import or any other restrictive legend or
      endorsement or be responsible for determining the correctness of any remittance.
      Each Obligor hereby agrees to indemnify the Administrative Agent and the Lenders
      and their respective officers, directors, employees, agents, advisors and
      affiliates from and against all liabilities, damages, losses, actions, claims,
      judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or
      incurred by the Administrative Agent or the Lenders (each, an “Indemnified
      Party”)
      because of the maintenance of the foregoing arrangements except, with respect
      to
      any Indemnified Party, as relating to or arising out of the gross negligence
      or
      willful misconduct of such Indemnified Party or its officers, employees or
      agents. In the case of any investigation, litigation or other proceeding, the
      foregoing indemnity shall be effective whether or not such investigation,
      litigation or proceeding is brought by an Obligor, its directors, shareholders
      or creditors or an Indemnified Party or any other Person or any other
      Indemnified Party is otherwise a party thereto.

     

    
      
        
        

      

      
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    (c)           Access.
      In
      addition to the rights and remedies hereunder, upon the occurrence of an Event
      of Default and during the continuation thereof, the Administrative Agent shall
      have the right to enter and remain upon the various premises of the Obligors
      without cost or charge to the Administrative Agent, and use the same, together
      with materials, supplies, books and records of the Obligors for the purpose
      of
      collecting and liquidating the Collateral, or for preparing for sale and
      conducting the sale of the Collateral, whether by foreclosure, auction or
      otherwise. In addition, the Administrative Agent may remove Collateral, or
      any
      part thereof, from such premises and/or any records with respect thereto, in
      order to effectively collect or liquidate such Collateral. If the Administrative
      Agent exercises its right to take possession of the Collateral, each Obligor
      shall also at its expense perform any and all other steps reasonably requested
      by the Administrative Agent to preserve and protect the security interest hereby
      granted in the Collateral, such as placing and maintaining signs indicating
      the
      security interest of the Administrative Agent, appointing overseers for the
      Collateral and maintaining inventory records.

    


    (d)           Nonexclusive
      Nature of Remedies.
      Failure
      by the Administrative Agent or the Lenders to exercise any right, remedy or
      option under this Security Agreement, any other Credit Document, any Secured
      Hedging Agreement or as provided by law, or any delay by the Administrative
      Agent or the Lenders in exercising the same, shall not operate as a waiver
      of
      any such right, remedy or option. No waiver hereunder shall be effective unless
      it is in writing, signed by the party against whom such waiver is sought to
      be
      enforced and then only to the extent specifically stated, which in the case
      of
      the Administrative Agent or the Lenders shall only be granted as provided
      herein. To the extent permitted by law, neither the Administrative Agent, the
      Lenders, nor any party acting as attorney for the Administrative Agent or the
      Lenders, shall be liable hereunder for any acts or omissions or for any error
      of
      judgment or mistake of fact or law other than their gross negligence or willful
      misconduct hereunder. The rights and remedies of the Administrative Agent and
      the Lenders under this Security Agreement shall be cumulative and not exclusive
      of any other right or remedy which the Administrative Agent or the Lenders
      may
      have.

     

    
      
        
        

      

      
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    (e)           Retention
      of Collateral.
      In
      addition to the rights and remedies hereunder, upon the occurrence of an Event
      of Default and during the continuation thereof, the Administrative Agent may,
      after providing the notices required by Sections 9-620 and 9-621 of the UCC
      (or
      any successor sections of the UCC) or otherwise complying with the notice
      requirements of applicable law of the relevant jurisdiction, accept or retain
      all or any portion of the Collateral in satisfaction of the Secured Obligations.
      Unless and until the Administrative Agent shall have provided such notices,
      however, the Administrative Agent shall not be deemed to have retained any
      Collateral in satisfaction of any Secured Obligations for any
      reason.

    


    (f)           Deficiency.
      In the
      event that the proceeds of any sale, collection or realization are insufficient
      to pay all amounts to which the Administrative Agent or the Lenders are legally
      entitled, the Obligors shall be jointly and severally liable for the deficiency,
      together with interest thereon at the default rate for Revolving Loans that
      are
      Base Rate Loans set forth in Section 3.1 of the Credit Agreement, together
      with
      the costs of collection and the reasonable fees of any attorneys employed by
      the
      Administrative Agent to collect such deficiency. Any surplus remaining after
      the
      full payment and satisfaction of the Secured Obligations shall be returned
      to
      the Obligors or to whomsoever a court of competent jurisdiction shall determine
      to be entitled thereto.

    


    (g)           Other
      Security.
      To the
      extent that any of the Secured Obligations are now or hereafter secured by
      property other than the Collateral (including, without limitation, real and
      other personal property and securities owned by an Obligor), or by a guarantee,
      endorsement or property of any other Person, then the Administrative Agent
      shall
      have the right to proceed against such other property, guarantee or endorsement
      upon the occurrence and during the continuation of any Event of Default, and
      the
      Administrative Agent shall have the right, in its sole discretion, to determine
      which rights, security, Liens, security interests or remedies the Administrative
      Agent shall at any time pursue, relinquish, subordinate, modify or take with
      respect thereto, without in any way modifying or affecting any of them or any
      of
      the Administrative Agent’s and the Lenders’ rights or the Secured Obligations
      under this Security Agreement, under any other of the Credit Documents or under
      any Secured Hedging Agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    11.         Rights
      of the Administrative Agent.

    


    (a)           Power
      of Attorney.
      Each
      Obligor hereby designates and appoints the Administrative Agent, on behalf
      of
      the Lenders, and each of its designees or agents, as attorney-in-fact of such
      Obligor, irrevocably and with power of substitution, with authority to take
      any
      or all of the following actions upon the occurrence and during the continuation
      of an Event of Default:

    


    (i)           to
      demand, collect, settle, compromise, adjust and give discharges and releases
      concerning the Collateral of such Obligor, all as the Administrative Agent
      may
      reasonably determine in respect of such Collateral;

    


    (ii)          to
      commence and prosecute any actions at any court for the purposes of collecting
      any Collateral and enforcing any other right in respect thereof;

    


    (iii)         to
      defend, settle, adjust or compromise any action, suit or proceeding brought
      with
      respect to the Collateral and, in connection therewith, give such discharge
      or
      release as the Administrative Agent may deem reasonably
      appropriate;

    


    (iv)        to
      receive, open and dispose of mail addressed to an Obligor and endorse checks,
      notes, drafts, acceptances, money orders, bills of lading, warehouse receipts
      or
      other instruments or documents evidencing payment, shipment or storage of the
      goods giving rise to the Collateral of such Obligor, or securing or relating
      to
      such Collateral, on behalf of and in the name of such Obligor;

    


    (v)         to
      sell,
      assign, transfer, make any agreement in respect of, or otherwise deal with
      or
      exercise rights in respect of, any Collateral or the goods or services which
      have given rise thereto, as fully and completely as though the Administrative
      Agent were the absolute owner thereof for all purposes;

    


    (vi)        to
      adjust
      and settle claims under any insurance policy relating to the
      Collateral;

    


    (vii)       to
      execute and deliver and/or file all assignments, conveyances, statements,
      financing statements, continuation financing statements, security agreements,
      affidavits, notices and other agreements, instruments and documents that the
      Administrative Agent may determine necessary in order to perfect and maintain
      the security interests and Liens granted in this Security Agreement and in
      order
      to fully consummate all of the transactions contemplated herein;

    


    (viii)      to
      institute any foreclosure proceedings that the Administrative Agent may deem
      appropriate;

    


    (ix)         to
      execute any document or instrument, and to take any action, necessary under
      applicable law (including the Federal Assignment of Claims Act) in order for
      the
      Administrative Agent to exercise its rights and remedies (or to be able to
      exercise its rights and remedies at some future date) with respect to any
      Account of an Obligor where the account debtor is a Governmental Authority;
      and

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (x)          to
      do and
      perform all such other acts and things as the Administrative Agent may
      reasonably deem to be necessary, proper or convenient in connection with the
      Collateral.

    


    
      	 	
              This
                power of attorney is a power coupled with an interest and shall be
                irrevocable for so long as any of the Secured Obligations (other
                than
                contingent indemnity obligations that survive termination of the
                Credit
                Documents pursuant to the stated terms thereof) remain outstanding,
                any
                Credit Document or Secured Hedging Agreement is in effect, and until
                all
                of the Commitments shall have been terminated. The Administrative
                Agent
                shall be under no duty to exercise or withhold the exercise of any
                of the
                rights, powers, privileges and options expressly or implicitly granted
                to
                the Administrative Agent in this Security Agreement, and shall not
                be
                liable for any failure to do so or any delay in doing so. The
                Administrative Agent shall not be liable for any act or omission
                or for
                any error of judgment or any mistake of fact or law in its individual
                capacity or its capacity as attorney-in-fact except acts or omissions
                resulting from its gross negligence or willful misconduct. This power
                of
                attorney is conferred on the Administrative Agent solely to perfect,
                protect, preserve and realize upon its security interest in the
                Collateral.

            


    

    


    (b)           Assignment
      by the Administrative Agent.
      The
      Administrative Agent may from time to time assign the Secured Obligations or
      any
      portion thereof and/or the Collateral or any portion thereof to a successor
      Administrative Agent, and the assignee shall be entitled to all of the rights
      and remedies of the Administrative Agent under this Security Agreement in
      relation thereto.

    


    (c)           The
      Administrative Agent’s Duty of Care.
      Other
      than the exercise of reasonable care to assure the safe custody of the
      Collateral while being held by the Administrative Agent hereunder, the
      Administrative Agent shall have no duty or liability to preserve rights
      pertaining thereto, it being understood and agreed that the Obligors shall
      be
      responsible for preservation of all rights in the Collateral, and the
      Administrative Agent shall be relieved of all responsibility for the Collateral
      upon surrendering it or tendering the surrender of it to the Obligors. The
      Administrative Agent shall be deemed to have exercised reasonable care in the
      custody and preservation of the Collateral in its possession if the Collateral
      is accorded treatment substantially equal to that which the Administrative
      Agent
      accords its own property, which shall be no less than the treatment employed
      by
      a reasonable and prudent agent in the industry, it being understood that the
      Administrative Agent shall not have responsibility for taking any necessary
      steps to preserve rights against any parties with respect to any of the
      Collateral. In
      the
      event of a public or private sale of Collateral pursuant to Section 10 hereof,
      the Administrative Agent shall have no obligation to clean-up, repair or
      otherwise prepare the Collateral for sale.

    


    12.         Application
      of Proceeds.
      After
      the exercise of remedies by the Administrative Agent or the Lenders pursuant
      to
      Section 9.2 of the Credit Agreement (or after the Commitments shall
      automatically terminate and the Loans (with accrued interest thereon) and all
      other amounts under the Credit Documents (including without limitation the
      maximum amount of all contingent liabilities under Letters of Credit) shall
      automatically become due and payable in accordance with the terms of such
      Section), any proceeds of the Collateral, when received by the Administrative
      Agent, any of the Lenders or any Hedging Agreement Provider in cash or its
      equivalent, will be applied in reduction of the Secured Obligations in the
      order
      set forth in Section 3.15 of the Credit Agreement, and each Obligor irrevocably
      waives the right to direct the application of such payments and proceeds and
      acknowledges and agrees that the Administrative Agent shall have the continuing
      and exclusive right to apply and reapply any and all such proceeds in the
      Administrative Agent’s sole discretion, notwithstanding any entry to the
      contrary upon any of its books and records.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    13.         Costs
      of Counsel.
      If at
      any time hereafter, whether upon the occurrence of an Event of Default or not,
      the Administrative Agent employs counsel to prepare or consider amendments,
      waivers or consents with respect to this Security Agreement, or to take action
      or make a response in or with respect to any legal or arbitral proceeding
      relating to this Security Agreement or relating to the Collateral, or to protect
      the Collateral or exercise any rights or remedies under this Security Agreement
      or with respect to the Collateral, then the Obligors agree to promptly pay
      upon
      demand any and all such reasonable documented costs and expenses of the
      Administrative Agent, all of which costs and expenses shall constitute Secured
      Obligations hereunder.

    


    14.         Continuing
      Agreement.

    


    (a)         This
      Security Agreement shall be a continuing agreement in every respect and shall
      remain in full force and effect so long as any of the Secured Obligations (other
      than contingent indemnity obligations that survive termination of the Credit
      Documents pursuant to the stated terms thereof) remain outstanding, any Credit
      Document or Secured Hedging Agreement is in effect, and until all of the
      Commitments shall have been terminated. Upon such payment and termination,
      this
      Security Agreement shall be automatically terminated and the Administrative
      Agent and the Lenders shall, upon the request and at the expense of the
      Obligors, forthwith release all of the Liens and security interests granted
      hereunder and shall execute and/or deliver all UCC termination statements and/or
      other documents reasonably requested by the Obligors evidencing such
      termination. Notwithstanding the foregoing all releases and indemnities provided
      hereunder shall survive termination of this Security Agreement.

    


    (b)         This
      Security Agreement shall continue to be effective or be automatically
      reinstated, as the case may be, if at any time payment, in whole or in part,
      of
      any of the Secured Obligations is rescinded or must otherwise be restored or
      returned by the Administrative Agent or any Lender as a preference, fraudulent
      conveyance or otherwise under any bankruptcy, insolvency or similar law, all
      as
      though such payment had not been made; provided
      that in
      the event that payment of all or any part of the Secured Obligations is
      rescinded or must be restored or returned, all reasonable costs and expenses
      (including without limitation any reasonable legal fees and disbursements)
      incurred by the Administrative Agent or any Lender in defending and enforcing
      such reinstatement shall be deemed to be included as a part of the Secured
      Obligations.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    15.         Amendments;
      Waivers; Modifications.
      This
      Security Agreement and the provisions hereof may not be amended, waived,
      modified, changed, discharged or terminated except as set forth in Section
      11.6
      of the Credit Agreement. 

    


    16.         Successors
      in Interest.
      This
      Security Agreement shall create a continuing security interest in the Collateral
      and shall be binding upon each Obligor, its successors and assigns and shall
      inure, together with the rights and remedies of the Administrative Agent and
      the
      Lenders hereunder, to the benefit of the Administrative Agent and the Lenders
      and their successors and permitted assigns; provided,
      however,
      that
      none of the Obligors may assign its rights or delegate its duties hereunder
      without the prior written consent of each Lender or the Required Lenders, as
      required by the Credit Agreement. To the fullest extent permitted by law, each
      Obligor hereby releases the Administrative Agent and each Lender, each of their
      respective officers, employees and agents and each of their respective
      successors and assigns, from any liability for any act or omission relating
      to
      this Security Agreement or the Collateral, except for any liability arising
      from
      the gross negligence or willful misconduct of the Administrative Agent or such
      Lender or their respective officers, employees and agents, in each case as
      determined by a court of competent jurisdiction pursuant to a final
      non-appealable judgment.

    


    17.         Notices.
      All
      notices required or permitted to be given under this Security Agreement shall
      be
      in conformance with Section 11.1 of the Credit Agreement.

    


    18.         Counterparts.
      This
      Security Agreement may be executed in any number of counterparts, each of which
      where so executed and delivered shall be an original, but all of which shall
      constitute one and the same instrument. It shall not be necessary in making
      proof of this Security Agreement to produce or account for more than one such
      counterpart. Delivery of executed counterparts of the Security Agreement by
      telecopy or other electronic means shall be effective as an original and shall
      constitute a representation that an original shall be delivered upon the request
      of the Administrative Agent.

    


    19.         Headings.
      The
      headings of the sections and subsections hereof are provided for convenience
      only and shall not in any way affect the meaning, construction or interpretation
      of any provision of this Security Agreement.

    


    20.         Governing
      Law; Submission to Jurisdiction and Service of Process; Waiver of Jury Trial;
      Venue.
      THIS
      SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
      SHALL
      BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NORTH CAROLINA. The terms of Sections 11.10 and 11.16 of
      the
      Credit Agreement are incorporated herein by reference, mutatis
      mutandis,
      and the
      parties hereto agree to such terms.

    


    21.         Severability.
      If any
      provision of this Security Agreement is determined to be illegal, invalid or
      unenforceable, such provision shall be fully severable and the remaining
      provisions shall remain in full force and effect and shall be construed without
      giving effect to the illegal, invalid or unenforceable provisions.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    22.         Entirety.
      This
      Security Agreement, the other Credit Documents and the Secured Hedging
      Agreements represent the entire agreement of the parties hereto and thereto,
      and
      supersede all prior agreements and understandings, oral or written, if any,
      including any commitment letters or correspondence relating to this Security
      Agreement, the other Credit Documents, the Secured Hedging Agreements or the
      transactions contemplated herein and therein.

    


    23.         Survival.
      All
      representations and warranties of the Obligors hereunder shall survive the
      execution and delivery of this Security Agreement, the other Credit Documents
      and the Secured Hedging Agreements, the delivery of the Notes and the making
      of
      the Loans and the issuance of the Letters of Credit under the Credit
      Agreement.

    


    24.         Joint
      and Several Obligations of Obligors.

    


    (a)         Each
      of
      the Obligors is accepting joint and several liability hereunder in consideration
      of the financial accommodations to be provided by the Lenders under the Credit
      Agreement, for the mutual benefit, directly and indirectly, of each of the
      Obligors and in consideration of the undertakings of each of the Obligors to
      accept joint and several liability for the obligations of each of
      them.

    


    (b)         Each
      of
      the Obligors jointly and severally hereby irrevocably and unconditionally
      accepts, not merely as a surety but also as a co-debtor, joint and several
      liability with the other Obligors with respect to the payment and performance
      of
      all of the Secured Obligations arising under this Security Agreement, the other
      Credit Documents and the Secured Hedging Agreements, it being the intention
      of
      the parties hereto that all the Secured Obligations shall be the joint and
      several obligations of each of the Obligors without preferences or distinction
      among them.

    


    (c)         Notwithstanding
      any provision to the contrary contained herein, in any other of the Credit
      Documents or in any Secured Hedging Agreement, to the extent the obligations
      of
      an Obligor shall be adjudicated to be invalid or unenforceable for any reason
      (including, without limitation, because of any applicable state or federal
      law
      relating to fraudulent conveyances or transfers) then the obligations of such
      Obligor hereunder shall be limited to the maximum amount that is permissible
      under applicable law (whether federal or state and including, without
      limitation, the Bankruptcy Code).

    


    25.         Rights
      of Required Lenders.
      All
      rights of the Administrative Agent hereunder, if not exercised by the
      Administrative Agent, may be exercised by the Required Lenders.

    


    


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        23

        
          

        

      

      
        
        

      

    

     

    Each
      of
      the parties hereto has caused a counterpart of this Security Agreement to be
      duly executed and delivered as of the date first above written.

     

    
      
        	BORROWER:	
                BENIHANA
                  INC.,

              
	 	
                a
                  Delaware corporation

              
	 
 	 
 	 
 
	 	By:  	/s/ Joel
                A. Schwartz 
	 	
                

              
	 	
                Joel
                  A. Schwartz

              
	 	
                President

              


      



    
      	
              GUARANTORS:

            	 
	 	
              1501
                BROADWAY RESTAURANT CORP., 

              a
                New York corporation

              BENIHANA
                BETHESDA CORP., 

              a
                New York corporation

              BENIHANA
                BRICKELL STATION CORP., 

              a
                Delaware corporation

              BENIHANA
                BROOMFIELD CORP.,

              a
                Delaware corporation

              BENIHANA
                CARLSBAD CORP.,

              a
                Delaware corporation

              BENIHANA
                CHANDLER CORP.,

              a
                Delaware corporation

              BENIHANA
                CHICAGO CORP.,

              a
                Delaware corporation

              BENIHANA
                ENCINO CORP., 

              a
                California corporation

              BENIHANA
                INTERNATIONAL CORP., 

              a
                Delaware corporation

              BENIHANA
                LINCOLN ROAD CORP., 

              a
                Florida corporation

              BENIHANA
                LOMBARD CORP., 

              an
                Illinois corporation

              BENIHANA
                MARINA CORP., 

              a
                California corporation

              BENIHANA
                MONTEREY CORPORATION,

              a
                Delaware corporation

              BENIHANA
                NATIONAL CORP., 

              a
                Delaware corporation 

              BENIHANA
                NATIONAL OF FLORIDA CORP., 

              a
                Delaware corporation

              BENIHANA
                NEW YORK CORP., 

              a
                Delaware corporation

              BENIHANA
                ONTARIO CORP., 

              a
                Delaware corporation

              BENIHANA
                ORLANDO CORP., 

              a
                Delaware corporation

            
	
               

              [signature
                pages continue]

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              BENIHANA
                PLYMOUTH MEETING CORP.,

              a
                Delaware corporation

              BENIHANA
                OF PUENTE HILLS CORP., 

              a
                Delaware corporation

              BENIHANA
                SCHAUMBURG CORP., 

              a
                Delaware corporation

              BENIHANA
                SUNRISE CORPORATION,

              a
                Delaware corporation

              BENIHANA
                TUCSON CORP.,

              a
                Delaware corporation

              BENIHANA
                WESTBURY CORP., 

              a
                Delaware corporation

              BENIHANA
                WESTWOOD CORP.,

              a
                Delaware corporation

              BENIHANA
                WHEELING CORP., 

              a
                Delaware corporation

              BIG
                SPLASH KENDALL CORP., 

              a
                Delaware corporation

              HARU
                AMSTERDAM AVENUE CORP., 

              a
                New York corporation

              HARU
                FOOD CORP., 

              a
                New York corporation

              HARU
                GRAMERCY PARK CORP.,

              a
                New York corporation

              HARU
                HOLDING CORP., 

              a
                Delaware corporation

              HARU
                PARK AVENUE CORP., 

              a
                Delaware corporation 

              HARU
                PHILADELPHIA CORP.,

              a
                Delaware corporation

              HARU
                PRUDENTIAL CORP.,

              a
                Delaware corporation

              HARU
                THIRD AVENUE CORP., 

              a
                New York corporation

              HARU
                TOO, INC., 

              a
                New York corporation

              HARU
                WALL STREET CORP.,

              a
                Delaware corporation

              MAXWELL’S
                INTERNATIONAL INC., 

              a
                Delaware corporation

              NOODLE
                TIME, INC., 

              a
                Florida corporation

              RA
                AHWATUKEE RESTAURANT CORP.,

              a
                Delaware corporation

              RA
                FASHION VALLEY CORP.,

              a
                Delaware corporation

              RA
                KIERLAND RESTAURANT CORP., 

              a
                Delaware corporation

              RA
                SCOTTSDALE CORP., 

              a
                Delaware corporation

            
	
               

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              RA
                TEMPE CORP., 

              a
                Delaware corporation

              RA
                SUSHI BALTIMORE CORP.,

              a
                Delaware corporation

              RA
                SUSHI CHICAGO CORP., 

              a
                Delaware corporation

              RA
                SUSHI CORONA CORP.,

              a
                Delaware corporation

              RA
                SUSHI DENVER CORP.,

              a
                Delaware corporation

              RA
                SUSHI GLENVIEW CORP.,

              a
                Delaware corporation

              RA
                SUSHI HUNTINGTON BEACH CORP.,

              a
                Delaware corporation

              RA
                SUSHI HOLDING CORP.,

              a
                Delaware corporation

              RA
                SUSHI LAS VEGAS CORP.,

              a
                Nevada corporation

              RA
                SUSHI LOMBARD CORP.,

              a
                Delaware corporation

              RA
                SUSHI MESA CORP.,

              a
                Delaware corporation

              RA
                SUSHI PALM BEACH GARDENS CORP.,

              a
                Delaware corporation

              RA
                SUSHI SAN DIEGO CORP.,

              a
                Delaware corporation

              RA
                SUSHI SOUTH MIAMI CORP.,

              a
                Delaware corporation

              RA
                SUSHI TORRANCE CORP.,

              a
                Delaware corporation

              RA
                SUSHI TUCSON CORP.,

              a
                Delaware corporation

              RA
                SUSHI TUSTIN CORP.,

              a
                Delaware corporation

              RA
                SUSHI WESTWOOD CORP.,

              a
                Delaware corporation

              RUDY’S
                RESTAURANT GROUP, INC., 

              a
                Nevada corporation

              TEPPAN
                RESTAURANTS LTD., 

              an
                Oregon corporation

              THE
                SAMURAI, INC., 

              a
                New York corporation

            


    

     

    
      	 	 	 
	 	By:  	/s/ Joel A. Schwartz
	 	
              

            
	 	
              Name: Joel
                A. Schwartz

            
	 	Title: President
              of each of the foregoing Guarantors


    

     

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              BENIHANA
                LAS COLINAS CORP., 

              a
                Texas corporation

              BENIHANA
                OF TEXAS, INC., 

              a
                Texas corporation

              BENIHANA
                WOODLANDS CORP., 

              a
                Texas corporation

              RA
                HOUSTON CORP.,

              a
                Texas corporation

              RA
                SUSHI CITY CENTER CORP.,

              a
                Texas corporation

              RA
                SUSHI PLANO CORP.,

              a
                Texas corporation

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Accepted
      and agreed to as of the date first above written.

     

    
      	 	 	 
	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,

              as
                Administrative Agent

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

            
	 	Title: