enter into an Intercreditor Agreement with such other lender on
substantially the same terms as the Wells Intercreditor Agreement or on such
other terms as AVNET and such new lender may agree following good faith
negotiation.
THIS SECURITY AGREEMENT IS SUBJECT TO THE TERMS OF A REMITTANCE AND
INTERCREDITOR AGREEMENT BY AVNET PARTNER SOLUTIONS, A DIVISION OF AVNET, INC. IN
FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO
BUSINESS CREDIT OPERATING DIVISION, DATED AS OF OCTOBER 12, 2005.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
DEBTOR: SANZ INC.
BY: /s/ Robert Ogden
PRINTED NAME: Robert Ogden
ITS AUTHORIZED REPRESENTATIVE
AVNET PARTNER SOLUTIONS,
A DIVISION OF AVNET, INC.
BY: /s/ Jolea A. Kidd
PRINTED NAME: Jolea A. Kidd
ITS AUTHORIZED REPRESENTATIVE
Security Agreement
Page 4 of 4