Exhibit 10.2

SECURITY AGREEMENT

This SECURITYAGREEMENT, dated as of July 30, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the provisionshereof, this "**Agreement**"), made by and among Shoreline Memory Inc., an Ontariocorporation ("**Shoreline**"), and Shoreline Capital Management Ltd., an Ontariocorporation (“**Capital**”), (Capital together with Shoreline, collectively the “**Grantor**”) infavor of Dataram Corporation, a New Jersey corporation (the “**Secured Party**”), under that certain ConvertibleSenior Promissory Note (the “**Senior Note**”) dated as of the date hereof. Capitalized terms used but not otherwisedefined herein shall have the meanings assigned to such terms in the Senior Note.

WHEREAS, pursuantto the Senior Note, the Secured Party has made Loans and other Advances to the Grantor (the "**Loans**"),evidenced by the Senior Note (as amended, supplemented or otherwise modified from time to time) made by the Grantor and payableto the order of the Secured Party; and

WHEREAS, itis a condition to the obligations of the Secured Party to make the Loans under the Senior Note that the Grantor (a) grant a firstpriority security interest in the Collateral (as defined below) in favor of the Secured Party, to secure the payment and performanceof all of the Secured Obligations and (b) execute and deliver this Agreement;

NOW, THEREFORE,in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Definitions.

(a)     Unlessotherwise specified herein, all references to Sections and Schedules herein are to Sections of this Agreement.

(b)     Unlessotherwise defined herein, terms used herein that are defined in the PPSA shall have the meanings assigned to them in the PPSA.

(c)     Forpurposes of this Agreement, the following terms shall have the following meanings:

"**Collateral**" hasthe meaning set forth in ***Section*2**

.

"**Eventof Default**" has the meaning set forth in the Senior Note.

"**FirstPriority**" means, with respect to any lien and security interest purported to be created in any Collateralpursuant to this Agreement, such lien and security interest is the most senior lien and security interest to which such Collateralis subject, excluding Permitted Liens (which Permitted Liens may rank pari passu to the First Priority lien and security interest).

“**PermittedLien**” means any one or more of the following with respect to the Collateral:

(a)     liensfor taxes, assessments or governmental charges or levies not at the time due and delinquent or the validity of which are beingcontested in good faith by proper legal proceedings;

(b)     thelien of any judgment rendered or claim filed which is being contested in good faith by proper legal proceedings;

(c)     undeterminedor inchoate liens and charges incidental to construction or current operations which have not at such time been filed pursuantto law or which relate to obligations not yet due or delinquent;

(d)     thelien or security interest resulting from the deposit of cash or securities in connection with contracts, tenders or expropriationproceedings, or to secure workers’ compensation, surety or appeal bonds, costs of litigation when required by law and publicand statutory obligations, liens or claims incidental to construction, mechanics’, warehouseman’s, carriers’and other similar liens;

(e)     securitygiven to a public utility or any municipality or governmental or other public authority when required by such utility or otherauthority in connection with the operations of the Grantor, all in the ordinary course of its business;

(f)     thelien or security interest on any inventory (and Proceeds thereof) hereafter or previously acquired by the Grantor granted to securethe indebtedness of the Grantor for the acquisition price of such inventory (including any costs of delivery and installation),or the repayment of moneys borrowed to pay such acquisition price, or to secure any extension, renewal or replacement of such indebtedness;

(g)     thelien or security interest on any receivables of the Grantor (and Proceeds thereof) arising out of the sale of any inventory; or

(h)     anyother lien or security interest approved in writing by the Secured Party.

"**PPSA**" meansthe Personal Property Security Act (Ontario) together with any regulations thereunder, in each case as in effect from time to time.References to sections of the PPSA shall be construed to also refer to any successor sections.

"**PerfectionCertificate**" has the meaning set forth in ***Section***7.

"**Proceeds**" means"proceeds" as such term is defined in the PPSA and, in any event, shall include, without limitation, all dividends orother income from the Collateral, collections thereon or distributions with respect thereto.

"**SecuredObligations**" has the meaning set forth in ***Section*3**

.

"**TransactionDocuments**"****means this Agreement, the Senior Note, Master Services Agreement, Stock Purchase Agreement, ShareholdersAgreement, Warrant Agreement and all other documents and agreements executed in connection with the transactions contemplated thereunder.

2.     Grantof Security Interest. The Grantor hereby pledges and grants to the Secured Party, for its benefit and hereby creates a continuingFirst Priority lien and security interest in favor of the Secured Party, for its benefit in and to all of its right, title andinterest in and to all property and rights of the Grantor, wherever located, whether now existing or hereafter from time to timearising or acquired (collectively, the "**Collateral**"), including but not limitedto the following:

(a)     allof its Accounts;

(b)     allReal Property and Fixtures;

(c)     allof its Commercial Tort Claims;

(d)     allof its Deposit Accounts;

(e)     allof its General Intangibles and all recourse, indemnification, repurchase and other rights of the Grantor thereunder);

(f)     allGoods, including, without limitation, Inventory and Equipment;

(g)     allof its Investment Property (including all of its Securities and Securities Accounts);

(h)     allof letters of credit, Letter-of-Credit Rights, Instruments, Promissory Notes and Chattel Paper (including electronic chattel paperand tangible Chattel Paper);

(i)     allcontracts, contract rights, Chattel Paper, Instruments and Documents of the Grantor;

(j)     allrights, claims or choses in action of the Grantor;

(k)     allof the Grantor’s interest in insurance policies and bonds held by the Grantor (whether singly or jointly);

(l)     allmoney or other assets of the Grantor that now or hereafter come into the possession, custody, or control of the Secured Parties;

(m)     allof the Grantor’s books and records (including customer lists, credit files, computer print outs, and other computer materialsand records of the Grantor) pertaining to the Collateral;

(n)     allaccessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (a) through (m) above, includingproceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and

(o)     theProceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering any orall of the foregoing, and any and all Accounts, books and records, Deposit Accounts, Equipment, Fixtures, General Intangibles,Inventory, Investment Property, Negotiable Collateral, Supporting Obligations, money, or other real or personal, tangible or intangibleProperty resulting from the sale, exchange, collection, or other disposition of any of the foregoing, or any portion thereof orinterest therein, and the proceeds thereof; together with all assets and interests in assets and proceeds thereof now owned orhereafter acquired by the Secured Parties in or upon which a lien is granted under any of the Transaction Documents.

3.     SecuredObligations. The Secured Parties’ security interest in the Collateral shall secure the payment and performance of thefollowing (all such obligations, liabilities, sums and expenses set forth in this ***Section*3**

being herein collectively called the "**Secured Obligations**"):

(a)     theobligations of the Grantor from time to time arising under the Senior Note, this Agreement or otherwise with respect to the dueand punctual payment of (i) the principal of and premium, if any, and interest on the Loans (including interest accruing duringthe pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowablein such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwiseand (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements, reimbursement obligations, expensesand indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred duringthe pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowablein such proceeding), of the Grantor under the Senior Note or this Agreement; and

(b)     allother agreements, duties, indebtedness, obligations and liabilities of any kind of the Grantor under the Senior Note or this Agreement,in each case whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy,insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit,acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to becomedue, primary or secondary, or joint or several.

4.     PermittedFinancing: Notwithstanding any other provision of this agreement or the Senior Note, the Senior Note and this agreement andthe lien and security interest created under this agreement shall not prevent the Grantor from granting a Permitted Lien describedin paragraphs (f) or (g) of the definition of Permitted Lien (a “**Permitted Lender’s Lien**”) or from borrowingunder any facility secured by that Permitted Lender’s Lien, provided that Grantor obtains the prior written consent of theSecured Party which consent shall not be unreasonably withheld. Any such Permitted Lien, whether given before or after the executionand delivery of this agreement, shall rank pari passu or subordinate to the lien and security interest created under this agreement.If requested by any holder of a Permitted Lender’s Lien, the Secured Party agrees to give written confirmation that the lienand security interest created under this agreement is pari passu to such Permitted Lender’s Lien, in such form as may reasonablybe requested by the holder of the Permitted Lender’s Lien.

5.     Perfectionof Security Interest and Further Assurances.

(a)     TheGrantor shall, from time to time, as may be required by the Secured Parties with respect to all Collateral, take all actions asmay be requested by the Purchaser to perfect the security interest of the Secured Party in the Collateral, including, without limitation,with respect to all Collateral over which control may be obtained within the meaning of the PPSA, section 201 of the federal ElectronicSignatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act,as applicable. The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control ofsuch Collateral is obtained and at all times held by the Secured Party, for its benefit. All of the foregoing shall be at the solecost and expense of the Grantor.

(b)     TheGrantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdictionany financing statements and amendments thereto that contain the information required by the PPSA of each applicable jurisdictionfor the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statementsor other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest grantedby the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statementdescribing the Collateral as all assets now owned or hereafter acquired by the Grantor, or words of similar effect. The Grantoragrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party.

(c)     TheGrantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United StatesCopyright Office (and any successor office and any similar office in any state of the United States or in any other country) thisAgreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interestgranted by the Grantor hereunder, without the signature of the Grantor where permitted by law.

(d)     Subjectto the requirements of anyone who holds a Permitted Lien as those requirements relate to the security granted under the PermittedLien, if the Grantor shall at any time hold or acquire any certificated securities, Promissory Notes, tangible Chattel Paper, negotiabledocuments or warehouse receipts relating to the Collateral, the Grantor shall indorse, assign and deliver the same to the SecuredParty, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to timespecify.

(e)     Subjectto the requirements of anyone who holds a Permitted Lien as those requirements relate to the security granted under the PermittedLien, if any Collateral is at any time in the possession of a bailee, the Grantor shall promptly notify the Secured Party thereofand, at its request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory tothe Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply,without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral.

(f)     TheGrantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliverall further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessaryor desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted herebyor to enable the Secured Party to exercise and enforce its rights and remedies hereunder, for its benefit, or under any other agreementwith respect to any Collateral.

6.     **PermittedDispositions:** Until an Event of Default has occurred and the lien and security interest created under this agreement shallhave become enforceable, the Grantor shall be entitled to:

(a)     collectand, where necessary, enforce the collection of all amounts due or to become due to the Debtor under any account; and

(b)     sell,lease, license, consign or otherwise dispose of inventory or of any obsolete, worn out, damaged or otherwise unsuitable equipmentforming part of the Collateral, in the ordinary course of the Grantor’s business and for the purpose of carrying on the same.

7.     Representationsand Warranties. The Grantor represents and warrants as follows:

(a)     Ithas previously delivered to the Purchaser a certificate signed by the Grantor and entitled "Perfection Certificate" ("**PerfectionCertificate**"), and that: (i) the Grantor's exact legal name is that indicated on the Perfection Certificate andon the signature page hereof, (ii) the Grantor is an organization of the type, and is organized in the jurisdiction, set forthin the Perfection Certificate, (iii) the Perfection Certificate accurately sets forth the Grantor's organizational identificationnumber (or accurately states that the Grantor has none), the Grantor's place of business (or, if more than one, its chief executiveoffice), and its mailing address, (iv) all other information set forth on the Perfection Certificate relating to the Grantor isaccurate and complete and (v) there has been no change in any such information since the date on which the Perfection Certificatewas signed by the Grantor.

(b)     Allinformation set forth on the Perfection Certificate relating to the Collateral is accurate and complete and there has been no changein any such information since the date on which the Perfection Certificate was signed by the Grantor.

(c)     TheGrantor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor StandardsAct, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control,shipment, storage or disposal of hazardous materials or substances.

(d)     Atthe time the Collateral becomes subject to the lien and security interest created by this Agreement, the Grantor will be the sole,direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or rightof others except for the security interest created by this Agreement or any Permitted Lien.

(e)     Thepledge of the Collateral pursuant to this Agreement creates a valid and perfected First Priority security interest in the Collateral,securing the payment and performance when due of the Secured Obligations.

(f)     Ithas full power, authority and legal right to borrow the Loans and pledge the Collateral pursuant to this Agreement.

(g)     Eachof this Agreement and the Senior Note has been duly authorized, executed and delivered by the Grantor and constitutes a legal,valid and binding obligation of the Grantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to equitable principles (regardlessof whether enforcement is sought in equity or at law).

(h)     Noauthorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body isrequired for the borrowing of the Loans and the pledge by the Grantor of the Collateral pursuant to this Agreement or for the executionand delivery of the Senior Note and this Agreement by the Grantor or the performance by the Grantor of its obligations thereunder.

(i)     Theexecution and delivery of the Senior Note and this Agreement by the Grantor and the performance by the Grantor of its obligationsthereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree ofany court, arbitrator or governmental authority, domestic or foreign, applicable to the Grantor or any of its property, or theorganizational or governing documents of the Grantor or any agreement or instrument to which the Grantor is party or by which itor its property is bound.

(j)     TheGrantor has taken all action required on its part for control (as defined in the PPSA, section 201 of the federal Electronic Signaturesin Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable)to have been obtained by the Secured Party, for its benefit, over all Collateral with respect to which such control may be obtainedpursuant to the PPSA. No person other than the Secured Party has control or possession of all or any part of the Collateral.

8.     Voting,Distributions and Receivables.

(a)     TheSecured Party agrees that unless an Event of Default shall have occurred and be continuing, the Grantor may, to the extent theGrantor has such right as a holder of the Collateral consisting of securities, other Equity Interests or indebtedness owed by anyobligor, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, in the Secured Party'sreasonable judgment, any such vote, consent, ratification or waiver could detract from the value thereof as Collateral or whichcould be inconsistent with or result in any violation of any provision of the Senior Note or this Agreement, and from time to time,upon request from the Grantor, the Secured Party shall deliver to the Grantor suitable proxies so that the Grantor may cast suchvotes, consents, ratifications and waivers.

(b)     TheSecured Party agrees that the Grantor may, unless an Event of Default shall have occurred and be continuing, receive and retainall dividends and other distributions with respect to the Collateral consisting of securities, other Equity Interests or indebtednessowed by any obligor.

(c)     Ifany Event of Default shall have occurred and be continuing, the Secured Party may, or at its request, the Grantor shall, notifyaccount debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account,chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the SecuredParty.

9.     Covenants.The Grantor covenants as follows:

(a)     TheGrantor will not, without providing at least thirty (30) days' prior written notice to the Secured Party, change its legal name,identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or itsprincipal place of business or its organizational identification number. The Grantor will, prior to any change described in thepreceding sentence, take all actions reasonably requested by the Secured Party to maintain the perfection and priority of the SecuredParties' security interest in the Collateral.

(b)     TheCollateral, to the extent not delivered to the Secured Party pursuant to ***Section***5, will be kept at those locationslisted on the Perfection Certificate and the Grantor will not remove the Collateral from such locations without providing at leastthirty (30) days' prior written notice to the Purchaser. The Grantor will, prior to any change described in the preceding sentence,take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party’ssecurity interest in the Collateral.

(c)     TheGrantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest ofthe Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preservesuch perfected First Priority security interest for so long as this Agreement shall remain in effect.

(d)     TheGrantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict,or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbranceor other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein, except as expresslyprovided for in the Senior Note or this agreement or with the prior written consent of the Secured Party.

(e)     TheGrantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurancethereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, whereverlocated.

(f)     TheGrantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred inconnection with the use or operation of the Collateral or incurred in connection with this Agreement.

(g)     Exceptfor direct shipments to the end user, Inventory shall be maintained at locations designated by the Secured Party. Inventory fordirect shipments to the end user may be maintained at locations designated by the Grantor, and if required, at locations underthe control of the Secured Party.

10.     SecuredParty Appointed Attorney-in-Fact. The Grantor hereby appoints the Secured Party the Grantor's attorney-in-fact, with full authorityin the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time during the continuance ofan Event of Default in the Secured Party's discretion to take any action and to execute any instrument which the Secured Partymay deem necessary or advisable to accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to andshall have no liability to the Grantor or any third party for failure to do so or take action). This appointment, being coupledwith an interest, shall be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be doneby virtue hereof.

11.     SecuredParty May Perform. If the Grantor fails to perform any obligation contained in this Agreement, the Secured Party may itselfperform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shallbe payable by the Grantor; *provided that* the Secured Party shall not be required to perform or discharge any obligationof the Grantor.

12.     ReasonableCare. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exerciseof reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of theCollateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accordsits own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking actionwith respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreementrelating to the Collateral or other matters relative to any Collateral, whether or not the Purchaser has or is deemed to have knowledgeof such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothingset forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve theGrantor from the performance of any obligation on the Grantor's part to be performed or observed in respect of any of the Collateral.

13.     Remedies Upon Default.If any Event of Default shall have occurred and be continuing:

(a)     TheSecured Party, for its benefit, without any other notice to or demand upon the Grantor, may assert all rights and remedies of asecured party under the PPSA or other applicable law, including, without limitation, the right to take possession of, hold, collect,sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral.If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailedto the Grantor at its notice address as provided in ***Section***17 hereof ten (10) days prior to the date of such dispositionshall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale ofthe Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to suchpurchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligationto advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods ofsale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted inconformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permittedby applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereofand shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portionof the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on accountof the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, theGrantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it or themof any rights hereunder. The Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemptionwith respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral andany other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the SecuredParty or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity ofredemption. Neither of the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all ofthe Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.

(b)     Allrights of the Grantor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuantto ***Section*8(a)**and (ii) receive the dividends and other distributions which it would otherwisebe entitled to receive and retain pursuant to ***Section 8(b)***, shall immediately cease, and all such rights shall thereuponbecome vested in the Secured Party, for its benefit, which shall have the sole right to exercise such voting and other consensualrights and receive and hold such dividends and other distributions as Collateral.

(c)     Anycash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collectionfrom, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party tothe payment of expenses incurred by the Secured Party in connection with the foregoing, including reasonable attorneys' fees, andthe balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as theSecured Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in fullof all the Secured Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus.The Grantor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateralare insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Secured Party tocollect such deficiency.

(d)     Ifthe Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Grantoragrees that, upon request of the Secured Party, the Grantor will, at its own expense, do or cause to be done all such acts andthings as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicablelaw.

14.     NoWaiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to ***Section16***), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiescedin any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rightsor remedies provided by law.

15.     SecurityInterest Absolute. All rights of the Secured Party hereunder, and all Secured Obligations of the Grantor hereunder, shall beabsolute and unconditional irrespective of:

(a)     anyillegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;

(b)     anychange in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver,amendment or other modification of the Senior Notes, this Agreement or any other agreement, including any increase in the SecuredObligations resulting from any extension of additional credit or otherwise;

(c)     anytaking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking,release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;

(d)     anymanner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or partof the Secured Obligations;

(e)     anydefault, failure or delay, wilful or otherwise, in the performance of the Secured Obligations;

(f)     anydefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be assertedby, the Grantor against the Secured Party; or

(g)     anyother circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existenceof or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise operate as a defenseavailable to, or a legal or equitable discharge of, the Grantor or any other grantor, guarantor or surety.

16.     Amendments.None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consentto any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by the Secured Partyand the Grantor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instanceand for the specific purpose for which made or given.

17.     AddressesFor Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given inthe manner and become effective as set forth in the Senior Note, and addressed to the respective parties at their addresses asspecified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a writtennotice to each other party.

18.     ContinuingSecurity Interest; Further Actions. This Agreement shall create a continuing First Priority lien and security interest in theCollateral and shall subject to ***Section 19***, remain in full force and effect until payment and performance in fullof the Secured Obligations.

19.     Termination;Release. On the date on which all Secured Obligations have been paid and performed in full and all commitments of the SecuredParties to lend or make any extensions of credit shall have terminated or waived, the Secured Party will, at the request and soleexpense of the Grantor, (a) duly assign, transfer and deliver to or at the direction of the Grantor (without recourse and withoutany representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together withany monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Grantor a proper instrument or instrumentsacknowledging the satisfaction and termination of this Agreement.

20.     Governing Law; Jurisdiction.This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arisingout of or relating to this Agreement (except, as to the Senior Note, as expressly set forth therein) and the transactions contemplatedhereby shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to the conflictsof law provisions of the State of New Jersey, or of any other state. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES,TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY CLAIM, ACTION, SUIT OR PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDINGMAY BE BROUGHT IN ANY NEW JERSEY STATE COURT OR UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY AND WAIVES ANY OBJECTIONTO THE VENUE OF THE AFORESAID COURTS.

21.     Assignment**.**This Agreement shall (i) be binding upon the Grantor, its respective successors and assigns and (ii) inure, togetherwith the rights and remedies of the Secured Party hereunder, to the benefit of the Secured Party and each of their successors,transferees and assignees; *provided that* the Grantor may not assign or otherwise transfer any of its rights or obligationsunder this Agreement without the prior written consent of the Secured Party. Except for the holder of a Permitted Lien, no otherPersons (including any other creditor of the Grantor) shall have any interest herein or any right or benefit with respect hereto.

22.     Severability.Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable, all other provisions shallremain effective and binding on the parties hereto.

23.     Counterparts;Entire Agreement. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts(and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken togethershall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or inelectronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpartof this Agreement. This Agreement constitutes the entire contract among the parties with respect to the subject matter hereof andsupersede all previous agreements and understandings, oral or written, with respect thereto.

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the date first above written.