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