Exhibit 10.3


 


	
  Security Agreement

  	
  

  



 


THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2008, is made by
the Companies identified as such on the signature pages hereof (each
individually a “Grantor” and collectively, the “Grantors”) in favor of PNC BANK, NATIONAL
ASSOCIATION (the “Bank”), with
an address at 1600 Market Street, 22nd Floor, Philadelphia, PA
19103.


 


Under the terms hereof, the
Bank desires to obtain and each Grantor desires to grant the Bank security for
all of the Obligations (as hereinafter defined).


 


NOW, THEREFORE, each Grantor
and the Bank, intending to be legally bound, hereby agree as follows:


 


1.             Definitions.


 


(a)           “Collateral”
shall include all personal property of each Grantor, including the following,
all whether now owned or hereafter acquired or arising and wherever
located:  (i) accounts (including
health-care-insurance receivables and credit card receivables); (ii) securities
entitlements, securities accounts, commodity accounts, commodity contracts and
investment property; (iii) deposit accounts; (iv) instruments
(including promissory notes); (v) documents (including warehouse
receipts); (vi) chattel paper (including electronic chattel paper and
tangible chattel paper); (vii) inventory, including raw materials, work in
process, or materials used or consumed in a Grantor’s business, items held for
sale or lease or furnished or to be furnished under contracts of service, sale
or lease, goods that are returned, reclaimed or  repossessed; (viii) goods of every nature, including
stock-in-trade, goods on consignment, standing timber that is to be cut and
removed under a conveyance or contract for sale, the unborn young of animals,
crops grown, growing, or to be grown, manufactured homes, computer programs
embedded in such goods and farm products; (ix) equipment, including
machinery, vehicles and furniture; (x) fixtures; (xi) agricultural liens;
(xii) as-extracted collateral; (xiii) commercial tort claims, if any, described
on Exhibit “A” hereto; (xiv) letter of credit rights; (xv) general
intangibles, of every kind and description, including payment intangibles,
software, computer information, source codes, object codes, records and data,
all existing and future customer lists, choses in action, claims (including
claims for indemnification or breach of warranty), books, records, patents and
patent applications, copyrights, trademarks, tradenames, tradestyles, trademark
applications, goodwill, blueprints, drawings, designs and plans, trade secrets,
contracts, licenses, license agreements, formulae, tax and any other types of
refunds, returned and unearned insurance premiums, rights and claims under
insurance policies; (xvi) all supporting obligations of all of the foregoing
property; (xvii) all property of each Grantor now or hereafter in the Bank’s
possession or in transit to or from, or under the custody or control of, the
Bank or any affiliate thereof; (xviii) all cash and cash equivalents thereof;
and (xix) all cash and noncash proceeds (including insurance proceeds) of all
of the foregoing property, all products thereof and all additions and
accessions thereto, substitutions therefor and replacements thereof.


 


(b)           “Obligations” shall include all loans, advances, debts, liabilities,
obligations, covenants and duties owing by each Grantor to the Bank under the
Loan Agreement, dated as of October 1, 2008, by and between New Horizons
Worldwide, Inc. (the “Borrower”) and the Bank (the “Loan Agreement”), the
Committed Line of Credit Note, dated as of October 1, 2008, made by the
Borrower in favor of the Bank, 


 

















 


the
Guaranty and Suretyship Agreement, dated as of October 1, 2008, by and
between the Bank and the Grantors (other than New Horizons Worldwide, Inc.)
and any other related loan documents (collectively, the “Loan Documents”), of any kind or nature,
present or future (including any interest accruing thereon after maturity, or
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding relating to a Grantor, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding), whether direct or indirect, absolute or contingent, joint or
several, due or to become due, now existing or hereafter arising; and any
amendments, extensions, renewals and increases of or to any of the foregoing,
and all reasonable out-of-pocket costs and expenses of the Bank incurred in the
documentation, negotiation, modification, enforcement, collection and otherwise
in connection with any of the foregoing, including attorneys’ fees and
expenses.


 


(c)           “UCC”
means the Uniform Commercial Code, as adopted and enacted and as in effect from
time to time in the State whose law governs pursuant to the Section of
this Agreement entitled “Governing Law and Jurisdiction.”  Terms used herein which are defined in the
UCC and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the UCC. To the extent the definition of any category
or type of collateral is modified by any amendment, modification or revision to
the UCC, such modified definition will apply automatically as of the date of
such amendment, modification or revision.


 


2.             Grant of Security Interest.  To secure the Obligations, each Grantor,
hereby assigns and grants to the Bank, as secured party, a continuing lien on
and security interest in the Collateral.


 


3.             Change in Name or Locations.  Each Grantor hereby agrees that if the
location of the Collateral changes from the locations listed on Exhibit “A”
hereto and made part hereof, or if such Grantor changes its name, its type of
organization, its state of organization (if such Grantor is a registered
organization), its chief executive office (if such Grantor is a general
partnership or non-registered organization) or establishes a name in which it
may do business that is not listed as a tradename on Exhibit “A” hereto,
such Grantor will immediately notify the Bank in writing of the additions or
changes.


 


4.             Representations and Warranties.  Each Grantor represents, warrants and
covenants to Secured Party that: (a) all information, including its type
of organization, jurisdiction of organization, chief executive office, and (for
individuals only) principal residence are as set forth on Exhibit “A”
hereto and are true and correct on the date hereof; (b) Debtor has good,
marketable and indefeasible title to the Collateral, has not made any prior
sale, pledge, encumbrance, assignment or other disposition of any of the
Collateral, and the Collateral is free from all encumbrances and rights of
setoff of any kind except Permitted Lien (as defined in the Loan Agreement) and
the liens in favor of Secured Party created by this Agreement; (c) except
for Permitted Liens or as otherwise herein provided, Debtor will not hereafter
without Secured Party’s prior written consent sell, pledge, encumber, assign or
otherwise dispose of any of the Collateral or permit any right of setoff, lien
or security interest to exist thereon except to Secured Party; (d) Debtor will
defend the Collateral against all claims and demands of all persons at any time
claiming the same or any interest therein; 
(e) each account and general intangible, if included in the
definition of Collateral, is genuine and enforceable in accordance with its
terms and Debtor will defend the same against all claims, demands, setoffs and
counterclaims at any time asserted; and (f) at the time any account or
general intangible becomes subject to this Agreement, such account or general
intangible will be a good and valid account representing a bona fide sale of
goods or services by Debtor and such goods will have been shipped to the
respective account debtors or the services will have been performed for the
respective account debtors, and no such account or general intangible will be
subject to any claim for credit, allowance or adjustment by any account debtor
or any setoff, defense or counterclaim.


 


2

















 


5.             Grantors’ Covenants.  Each Grantor covenants that it shall:


 


(a)           from time to time and at all reasonable times allow the
Bank, by or through any of its officers, agents, attorneys, or accountants, to
examine or inspect the Collateral, and obtain valuations and audits of the
Collateral, at such Grantor’s expense, wherever located.  Each Grantor shall do, obtain, make, execute
and deliver all such additional and further acts, things, deeds, assurances and
instruments as the Bank may require to vest in and assure to the Bank its
rights hereunder and in or to the Collateral, and the proceeds thereof,
provided, however, that with respect to any agreements to be entered into by
third parties, including waivers from landlords, warehousemen and mortgagees,
Grantors shall be required to use good faith and commercially reasonable
efforts to obtain such executed agreements. 
Each Grantor agrees that, upon the occurrence and during the continuance
of an Event of Default, the Bank has the right to notify (on invoices or
otherwise) account debtors and other obligors or payors on any Collateral of
its assignment to the Bank, and that all payments thereon should be made
directly to the Bank, and that the Bank has full power and authority to
collect, compromise, endorse, sell or otherwise deal with the Collateral in its
own name or that of such Grantor;


 


(b)           keep the Collateral in good order and repair at all times
and immediately notify the Bank of any event causing a material loss or decline
in value of the Collateral, whether or not covered by insurance, and the amount
of such loss or depreciation;


 


(c)           only use or permit the Collateral to be used in accordance
with all applicable and material federal, state, county and municipal laws and
regulations; and


 


(d)           have and maintain insurance at all times with respect to all
Collateral against risks of fire (including so-called extended coverage),
theft, sprinkler leakage, and other risks (including risk of flood if any
Collateral is maintained at a location in a flood hazard zone) as the Bank may
require, in such form, in such amount, for such period and written by such
companies as may be satisfactory to the Bank in its sole discretion.  Each such casualty insurance policy shall
contain a standard Lender’s Loss Payable Clause issued in favor of the Bank
under which all losses thereunder shall be paid to the Bank as the Bank’s interests
may appear.  Such policies shall
expressly provide that the requisite insurance cannot be altered or canceled
without at least thirty (30) days prior written notice to the Bank and shall
insure the Bank notwithstanding the act or neglect of such Grantor.  Upon the Bank’s demand, each Grantor shall
furnish the Bank with duplicate original policies of insurance or such other
evidence of insurance as the Bank may require. 
In the event of failure to provide insurance as herein provided, the
Bank may, at its option, obtain such insurance and the applicable Grantor shall
pay to the Bank, on demand, the cost thereof. 
Proceeds of insurance may be applied by the Bank to reduce the
Obligations or to repair or replace Collateral, all in the Bank’s sole discretion.


 


6.             Negative Pledge; No Transfer.  The Grantors will not sell or offer to sell
or otherwise transfer or grant or allow the imposition of a lien or security
interest upon the Collateral (except for Permitted Liens and sales of inventory
and collections of accounts in the Grantors’ ordinary course of business), will
not allow any third party to gain control of all or any part of the Collateral,
and will not use any portion thereof in any manner inconsistent with this
Agreement or with the terms and conditions of any policy of insurance thereon.


 


7.             Covenants for Accounts.  If accounts are included in the definition of
Collateral:


 


(a)           Each Grantor will, on the Bank’s demand, make notations on
its books and records showing the Bank’s security interest and make available
to the Bank shipping and delivery receipts evidencing the shipment of the goods
that gave rise to an account, completion certificates or other proof of the
satisfactory performance of services that gave rise to an account, a copy of
the invoice for each 


 


3

















 


account
and copies of any written contract or order from which an account arose.  Each Grantor shall promptly notify the Bank
if an account becomes evidenced or secured by an instrument or chattel paper
and upon the Bank’s request, will promptly deliver any such instrument or
chattel paper to the Bank, including any letter of credit delivered to such
Grantor to support a shipment of inventory by such Grantor.


 


(b)           Each Grantor will promptly advise the Bank whenever an
account debtor refuses to retain or returns any goods from the sale of which an
account arose and will comply with any instructions that the Bank may give
regarding the sale or other disposition of such returns.  From time to time with such frequency as the
Bank may request, each Grantor will report to the Bank all credits given to
account debtors on all accounts.


 


(c)           Each Grantor will immediately notify the Bank if any account
in an outstanding amount at any time in excess of $250,000 arises out of
contracts with the United States or any department, agency or instrumentality
thereof, and will execute any instruments and take any steps required by the
Bank so that all monies due and to become due under such contract shall be assigned
to the Bank and notice of the assignment given to and acknowledged by the
appropriate government agency or authority under the Federal Assignment of
Claims Act.


 


(d)           At any time after the occurrence of an Event of Default, and
without notice to the Grantors, the Bank may direct any persons who are
indebted to a Grantor on any Collateral consisting of accounts or general
intangibles to make payment directly to the Bank of the amounts due.  The Bank is authorized to collect,
compromise, endorse and sell any such Collateral in its own name or in such
Grantor’s name and to give receipts to such account debtors for any such
payments and the account debtors will be protected in making such payments to
the Bank.  Upon the Bank’s written
request, each Grantor will establish with the Bank and maintain a lockbox
account (“Lockbox”) with the Bank
and a depository account(s) (“Cash
Collateral Account”) with the Bank subject to the provisions of this
subparagraph and such other related agreements as the Bank may require, and
each Grantor shall notify its account debtors to remit payments directly to the
Lockbox.  Thereafter, funds collected in
the Lockbox shall be transferred to the Cash Collateral Account, and funds in
the Cash Collateral Account shall be applied by the Bank, daily, to reduce the
outstanding Obligations.


 


8.             Further Assurances.  By its signature hereon, each Grantor hereby
irrevocably authorizes the Bank to execute (on behalf of such Grantor) and file
against each Grantor one or more financing, continuation or amendment
statements pursuant to the UCC in form satisfactory to the Bank, and such
Grantor will pay the cost of preparing and filing the same in all jurisdictions
in which such filing is deemed by the Bank to be necessary or desirable in
order to perfect, preserve and protect its security interests.  If required by the Bank, each Grantor will
execute all documentation necessary for the Bank to obtain and maintain
perfection of its security interests in the Collateral.  At the Bank’s request, each Grantor will
execute, in form satisfactory to the Bank, a Rider to Security Agreement -
Copyrights (if any Collateral consists of registered or unregistered
copyrights), a Rider to Security Agreement - Patents (if any Collateral
consists of patents or patent applications), a Rider to Security
Agreement - Trademarks (if any Collateral consists of trademarks,
tradenames, tradestyles or trademark applications).  If any Collateral consists of letter of
credit rights, electronic chattel paper, deposit accounts or supporting
obligations not maintained with the Bank or one of its affiliates, or any
securities entitlement, securities account, commodities account, commodities
contract or other investment property, then at the Bank’s request each Grantor
will execute, and will use good faith and commercially reasonable efforts to
cause the depository institution or securities intermediary upon whose books
and records the ownership interest of such Grantor in such Collateral appears,
to execute such Pledge Agreements, Notification and Control Agreements or other
agreements as the Bank deems necessary in order to perfect, prioritize and
protect its security interest in such Collateral (each, a “Collateral Security Agreement,” and
collectively, 


 


4

















 


“Collateral Security Agreements”), in each
case in a form satisfactory to the Bank. 
If a Grantor is unable to provide or cause to be provided a Collateral
Security Agreement as required by the immediately preceding sentence, such Grantor
shall take or cause to be taken such alternative actions, including opening
additional deposit accounts or securities accounts with other depository
institutions or securities intermediaries, as may be required in order to
enable the Bank to have a perfected security interest in such Collateral.


 


9.             Events of Default.  The Grantors shall, at the Bank’s option, be
in default under this Agreement upon the happening of any of the following
events or conditions (each, an “Event of
Default”):  (a) any Event
of Default (as defined in any of the Obligations); (b) demand by the Bank
under any of the Obligations that have a demand feature; (c) the failure
by a Grantor to perform any of its obligations under this Agreement; (d) material
falsity, inaccuracy or breach by a Grantor of any written warranty,
representation or statement made or furnished to the Bank by or on behalf of
such Grantor; (e) an uninsured material loss, theft, damage, or
destruction to any of the Collateral, or the entry of any judgment against a
Grantor or any lien against or the making of any levy, seizure or attachment of
or on the Collateral; (f) except with respect to the Permitted Liens or as
otherwise set forth herein, the failure of the Bank to have a perfected first
priority security interest in the Collateral; or (g) Grantor directly or
indirectly engages in activity which is reasonably likely to result in the
forfeiture of any property of a Grantor to any governmental entity, federal,
state or local.


 


10.           Remedies.  Upon the occurrence and during the
continuance of any such Event of Default, the Bank may declare all Obligations
secured hereby immediately due and payable and shall have, in addition to any
remedies provided herein or by any applicable law or in equity, all the remedies
of a secured party under the UCC. The Bank’s remedies include, but are not
limited to, the right to (a) peaceably by its own means or with judicial
assistance enter a Grantor’s premises and take possession of the Collateral
without prior notice to such Grantor or the opportunity for a hearing, (b) render
the Collateral unusable, (c) dispose of the Collateral on a Grantor’s
premises, (d) require a Grantor to assemble the Collateral and make it
available to the Bank at a place designated by the Bank, and (e) notify
the United States Postal Service to send a Grantor’s mail to the Bank.  Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Bank will give such Grantor reasonable notice of the
time and place of any public sale thereof or of the time after which any
private sale or any other intended disposition thereof is to be made.  The requirements of commercially reasonable
notice shall be met if such notice is sent to such Grantor at least ten (10) days
before the time of the intended sale or disposition.  Expenses of retaking, holding, preparing for
disposition, disposing or the like shall include the Bank’s reasonable
out-of-pocket attorneys’ fees and legal expenses, incurred or expended by the
Bank to enforce any payment due it under this Agreement either as against a
Grantor, or in the prosecution or defense of any action, or concerning any
matter growing out of or connection with the subject matter of this Agreement
and the Collateral pledged hereunder. 
Each Grantor waives all relief from all appraisement or exemption laws
now in force or hereafter enacted.


 


11.           Power of Attorney.  Each Grantor does hereby make, constitute and
appoint any officer or agent of the Bank as such Grantor’s true and lawful
attorney-in-fact, effective upon the occurrence and during the continuance of
an Event of Default, with power to (a) endorse the name of such Grantor or
any of such Grantor’s officers or agents upon any notes, checks, drafts, money
orders, or other instruments of payment or Collateral that may come into the
Bank’s possession in full or part payment of any Obligations; (b) sue for,
compromise, settle and release all claims and disputes with respect to, the
Collateral; and (c) sign, for such Grantor, such documentation required by
the UCC, or supplemental intellectual property security agreements; granting to
such Grantor’s said attorney full power to do any and all things necessary to
be done in and about the premises as fully and effectually as such Grantor
might or could do.  Each Grantor hereby
ratifies all that said attorney shall lawfully do or cause to be done by virtue
hereof.  This power of attorney is
coupled with an interest, and is irrevocable.


 


5

















 


12.           Payment of Expenses.  At its option, the Bank may discharge taxes,
liens, security interests or such other encumbrances as may attach to the
Collateral, may pay for required insurance on the Collateral and may pay for
the maintenance, appraisal or reappraisal, and preservation of the Collateral,
as determined by the Bank to be necessary. 
The Grantors will reimburse the Bank on demand for any payment so made
or any expense incurred by the Bank pursuant to the foregoing authorization,
and the Collateral also will secure any advances or payments so made or
expenses so incurred by the Bank.


 


13.           Notices.  All notices, demands, requests, consents,
approvals and other communications required or permitted hereunder (“Notices”) must be in writing and will be
effective upon receipt.  Notices may be
given in any manner to which the parties may separately agree, including
electronic mail.  Without limiting the foregoing,
first-class mail, facsimile transmission and commercial courier service are
hereby agreed to as acceptable methods for giving Notices.  Regardless of the manner in which provided,
Notices may be sent to a party’s address as set forth above or to such other
address as any party may give to the other for such purpose in accordance with
this section.


 


14.           Preservation of Rights.  No delay or omission on the Bank’s part to exercise any
right or power arising hereunder will impair any such right or power or be
considered a waiver of any such right or power, nor will the Bank’s action or
inaction impair any such right or power. 
The Bank’s rights and remedies hereunder are cumulative and not
exclusive of any other rights or remedies which the Bank may have under other
agreements, at law or in equity.


 


15.           Illegality.  If any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, it shall not affect
or impair the validity, legality and enforceability of the remaining provisions
of this Agreement.


 


16.           Changes in Writing.  No modification, amendment or waiver of, or
consent to any departure by a Grantor from, any provision of this Agreement
will be effective unless made in a writing signed by the Bank, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given.  No notice to or
demand on a Grantor will entitle such Grantor to any other or further notice or
demand in the same, similar or other circumstance.


 


17.           Entire Agreement.  This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof.


 


18.           Counterparts.  This Agreement may be signed in any number of
counterpart copies and by the parties hereto on separate counterparts, but all
such copies shall constitute one and the same instrument.  Delivery of an executed counterpart of
signature page to this Agreement by facsimile transmission shall be effective
as delivery of a manually executed counterpart. 
Any party so executing this Agreement by facsimile transmission shall
promptly deliver a manually executed counterpart, provided that any failure to
do so shall not affect the validity of the counterpart executed by facsimile
transmission.


 


19.           Successors and Assigns.  This Agreement will be binding upon and inure
to the benefit of the Grantors and the Bank and their respective heirs,
executors, administrators, successors and assigns; provided, however,
that the Grantors may not assign this Agreement in whole or in part without the
Bank’s prior written consent and the Bank at any time may assign this Agreement
in whole or in part.


 


20.           Interpretation.  In this Agreement, unless the Bank and the
Grantors otherwise agree in writing, the singular includes the plural and the
plural the singular; words importing any gender include the other genders;
references to statutes are to be construed as including all statutory
provisions consolidating, amending or replacing the statute referred to; the
word “or” shall be deemed to include “and/or”, the 


 


6

















 


words
“including”, “includes” and “include” shall be deemed to be followed by the
words “without limitation”; references to articles, sections (or subdivisions
of sections) or exhibits are to those of this Agreement; and references to
agreements and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications to such instruments, but only to
the extent such amendments and other modifications are not prohibited by the
terms of this Agreement.  Section headings
in this Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.  Unless otherwise specified in this Agreement,
all accounting terms shall be interpreted and all accounting determinations
shall be made in accordance with GAAP. 
If this Agreement is executed by more than one Grantor, the obligations
of such persons or entities will be joint and several.


 


21.           Indemnity.  Each Grantor agrees to indemnify each of the
Bank, each legal entity, if any, who controls the Bank and each of their
respective directors, officers and employees (the “Indemnified Parties”) and to hold each Indemnified Party
harmless from and against any and all claims, damages, losses, liabilities and
reasonable out-of-pocket expenses (including all fees and charges of internal
or external counsel with whom any Indemnified Party may consult and all
expenses of litigation and preparation therefor) which any Indemnified Party
may incur or which may be asserted against any Indemnified Party by any person,
entity or governmental authority (including any person or entity claiming
derivatively on behalf of such Grantor), in connection with or arising out of
or relating to the matters referred to in this Agreement or the Obligations,
whether (a) arising from or incurred in connection with any breach of a
representation, warranty or covenant by a Grantor, or (b) arising out of
or resulting from any suit, action, claim, proceeding or governmental
investigation, pending or threatened, whether based on statute, regulation or
order, or tort, or contract or otherwise, before any court or governmental
authority; provided, however, that the foregoing indemnity
agreement shall not apply to any claims, damages, losses, liabilities and
expenses to the extent attributable to an Indemnified Party’s gross negligence
or willful misconduct.  The indemnity
agreement contained in this Section shall survive the termination of this
Agreement, payment of the Obligations and assignment of any rights
hereunder.  A Grantor may participate at
its expense in the defense of any such claim.


 


22.           Governing Law and Jurisdiction.  This Agreement has been delivered to and
accepted by the Bank and will be deemed to be made in the Commonwealth of
Pennsylvania (the “Commonwealth”)  THIS
AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH.  Each Grantor hereby irrevocably consents to
the exclusive jurisdiction of any state or federal court in the Commonwealth;
provided that nothing contained in this Agreement will prevent the Bank from
bringing any action, enforcing any award or judgment or exercising any rights
against such Grantor individually, against any security or against any property
of such Grantor within any other county, state or other foreign or domestic
jurisdiction.  The Bank and each Grantor
agree that the venue provided above is the most convenient forum for both the
Bank and such Grantor.  Each Grantor
waives any objection to venue and any objection based on a more convenient
forum in any action instituted under this Agreement.


 


23.           WAIVER OF JURY TRIAL.  EACH OF THE
GRANTORS AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO
THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS.  EACH GRANTOR AND THE BANK ACKNOWLEDGE THAT
THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


7

















 


Each Grantor acknowledges that it has read
and understood all the provisions of this Agreement, including the waiver of
jury trial, and has been advised by counsel as necessary or appropriate.


 


WITNESS the due
execution hereof as a document under seal, as of the date first written above.


 


	
  COMPANIES:

  	
   

  
	
   

  	
   

  
	
  NEW HORIZONS WORLDWIDE, INC.

  	
   

  
	
  NEW HORIZONS EDUCATION CORPORATION

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF ALBUQUERQUE, INC.

  	
   

  
	
  NHCLC OF SAN ANTONIO, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF HARTFORD, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF DENVER, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF CHARLOTTE, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF SACRAMENTO, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF CLEVELAND, LTD, LLC

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF INDIANAPOLIS, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF INDIANAPOLIS, LLC

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF MEMPHIS, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF SANTA ANA, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTERS, INC.

  	
   

  
	
  COMPUTER TRAINING ASSOCIATES OF CHICAGO, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF NASHVILLE, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF METROPOLITAN NEW YORK, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTER OF ATLANTA, INC.

  	
   

  
	
  NEW HORIZONS FRANCHISING GROUP, INC.

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTERS EMEA, LLC

  	
   

  
	
  NEW HORIZONS COMPUTER LEARNING CENTERS APAC, LLC

  	
   

  
	
  NOVA VISTA, LLC

  	
   

  
	
  NH MEXICO, INC.

  	
   

  



 


	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT “A”


TO SECURITY AGREEMENT


 


1.             Grantor’s form of organization
(i.e., corporation, partnership, limited liability company):


 


2.             Grantor’s State of organization,
if a registered organization (i.e., corporation, limited partnership or limited
liability company):


 


3.             Grantor’s principal residence,
if general partnership:


 


4.             Address of Grantor’s chief
executive office, including the County:


 


5.             Grantor’s EIN:


 


6.             Grantor’s organizational ID# (if
any exists):


 


7.             Address for books and records,
if different:


 


8.             Addresses of other Collateral
locations, including Counties, for the past five (5) years:


 


9.             Name and address of landlord or
owner if location is not owned by the Grantor:


 


10.           Other names or tradenames now or formerly used by the
Grantor:


 


11.           List of all existing Commercial Tort Claims (by case title
with court and brief description of claim):