ex102

MASTER SECURITY AGREEMENT

Dated as of October 20, 2020

THIS MASTER SECURITY

AGREEMENT

(as amended, supplemented or

otherwise modified

from time to time, this

“

Master Agreement

”) is between (i) FGI

Equipment Finance LLC (“

FGIEF

”), a

Delaware limited liability company, with

an office located at 777 Yamato

Road, Office 135, Boca Raton,

FL 33431, (ii)

Core Molding Technologies,

Inc (“

Debtor

”), a corporation

existing under the

laws of the

State of Delaware,

with principal offices located

at 800 Manor Park

Drive, Columbus, OH

43228, (iii) Core

Composites Corporation, (“

US Guarantor

”), a corporation

existing under the

laws of the

State of Delaware,

with principal offices

located at 800

Manor Park Drive,

Columbus, OH 43228,

and (iv) CC

HPM, S. de

R.L. de C.V.

(“

Mexican Guarantor

” and together

with US Guarantor,

shall be jointly referred

to as the

“

Guarantors

” or a

“

Guarantor

”), a corporation

existing under the

laws of the

United Mexican States,

with

principal offices located

at Avenida Internacional #220,

Parque Industrial VYNMSA

Escobedo, C.P. 66053,

Escobedo, Nuevo Leon,

Mexico.

This Master Agreement

contains the general

terms that apply

to financing

that may be provided from time

to time by Secured Party (defined below)

to Debtor.

Additional terms that

apply to

the financing and

the Collateral

(defined below) shall

be contained on

the Collateral

Schedule

(defined below) and the Note (defined below).

US Guarantor shall enter into the Collateral Schedule with

respect to its own Collateral for the benefit of

Secured Party.

Mexican Guarantor has entered into a Non-

Possessory Pledge Agreement under Mexican laws (

Contrato de Prenda Sin Transmisión

de Posesión

, as

defined in the Spanish language) (the “

Mexican Pledge

”) with respect to its own Collateral for the benefit

of Secured Party.

The Collateral Schedule,

the Mexican Pledge and

this Master Agreement

are collectively

referred to as

a “

CSMA

”.

Each CSMA together

with the Note

shall constitute a

“

Loan Document

”.

Debtor

and Guarantors hereby

agree that FGIEF

shall enter into

and execute the

Collateral Schedule or

the Mexican

Pledge, and that

FGIEF, together with its

successors and assigns,

if any, shall be the

named “

Secured Party

”

in connection with the

loan to be made

by Secured Party to

Debtor under the Note (the

“

Loan

”) and any

other related Debt Documents (defined below).

Secured Party (including its successors and assigns)

may

appoint any

agent to

act on

its behalf.

This Master

Agreement, each

Loan Document

and each

other

document

relating to the Loan, including any additional personal or corporate guaranty, mortgage, pledge,

security agreement, guaranty trust

or any other

act entered into

by Debtor or

Guarantors or by

any other

third party

to guarantee

Debtor’s obligations

under the

Loan (an

“

Obligor

”), is

hereinafter referred

individually as a “

Debt Document

” and collectively the “

Debt Documents

”.

Capitalized terms used but

not defined in

this Master Agreement

shall have the

meanings assigned to

such terms as

set forth in

the

applicable Collateral Schedule or Note.

SECURITY INTEREST

It is agreed

that: (i) US

Guarantor grants to

Secured Party a

security

interest in and

against all property

listed on the

collateral schedule to

be executed as

of the date

hereof,

pursuant hereto and made a part

hereof (each a “

Collateral Schedule

”), and (ii) Mexican Guarantor grants

to Secured Party a security interest in and against all property listed on the Mexican Pledge executed as of

October 13, 2020 to be effective on October 20, 2020, pursuant hereto and made a part hereof , and in and

against any and

all additions, attachments,

accessories and accessions

to such property,

all substitutions,

replacements or exchanges therefor,

and all insurance and/or

other proceeds thereof

(all of the

foregoing

being hereinafter individually

and collectively referred

to as

the “

Collateral

”).

This security interest

given to secure the

payment and performance

of all debts,

obligations and liabilities

of any kind whatsoever

of Debtor to Secured Party,

now existing or arising in the future, including but

not limited to the payment

and performance of certain promissory

note to be executed by

Debtor for the benefit of Secured

Party as of

the date

hereof, identified on

the Collateral Schedule

and in

the Mexican Pledge

(the “

Note

”), and

any

renewals, extensions and modifications

of such Note (such

Note, debts, obligations

and liabilities are called

the “

Indebtedness

”).

Debtor and US

Guarantor each authorizes

Secured Party to file

a financing statement

and amendments thereto

describing the Collateral

and containing any

other information required

by the

applicable Uniform Commercial

Code.

In connection with

the Collateral secured

under the Mexican

Pledge,

Mexican Guarantor authorizes

Secured Party to file

such Mexican Pledge

in the Unique Registry

of Mobile

Guarantees in Mexico (

Registro Único de Garantías Mobiliarias

, as its name is in the

Spanish language).

Debtor and

Guarantors acknowledge

and agree

that Secured

Party may

perfect the

security interest

hereunder and

any Loan

Document directly

or through

any current

or future

agents, representatives

bailees.

Debtor and

Guarantors irrevocably grant

to Secured

Party the

power to

sign on

Debtor’s and

Guarantor’s name and generally to act on behalf of Debtor and Guarantors to execute and file applications

for title, transfers of title, financing statements,

notices of lien and other documents pertaining

to any or all

of the Collateral;

this power is coupled with Secured Party’s interest in the Collateral.

Guarantors shall, if

any certificate of title is required or permitted

by law for any of the Collateral, obtain

and promptly deliver

to Secured Party such certificate showing the lien created by the applicable

Debt Documents.

COLLATERAL

(a) Debtor and

Guarantor agree at all

times during the term

of any Loan that:

(i) subject to Secured Party’s rights under this Master Agreement, any

Loan Document and any other Debt

Documents, Guarantors shall remain

in possession of the Collateral,

except for maintenance and repair

and

except as contemplated

by and subject

to, a consent

to use or

similar agreement, in

form and substance

acceptable to

Secured Party,

in its

sole discretion

(each such

consent to

use agreement,

as amended,

amended and restated or

otherwise modified from time to

time pursuant to the terms

thereof, a “

Consent

to Use Agreement

”), entered into among Secured Party, Debtor,

Guarantors and a subsidiary of Debtor or

Guarantors organized and existing under

the laws of Mexico (“

Subsidiary User

”), with whom Debtor

Guarantors have entered into a bailment, operation, manufacturing

or similar agreement pursuant to which

such Subsidiary User has acquired possession and has

agreed to act as depository of

certain Collateral for

all legal effects, except

that Secured Party

shall have the

right to possess

(A) any chattel

paper or instrument

that constitutes

a part

of the

Collateral and

(B) any

other Collateral

in which

Secured Party’s

security

interest may be

perfected only by

possession; (ii) the

Collateral is and

will remain, free

and clear of

all liens,

claims and encumbrances of any kind whatsoever, except for (A) liens in favor of Secured Party, (B) liens

for taxes not yet due or for taxes being contested in good faith and which do not involve,

the reasonable

judgment of

Secured Party,

a material

risk of

the sale,

forfeiture or

loss of

any material

amount of

the

Collateral, (C) inchoate materialmen’s,

mechanic’s, repairmen’s

and similar liens arising

by operation of

law in the ordinary

course of business for

amounts which are not

delinquent, (all of such

liens are called

“

Permitted Liens

”); (iii) the

Collateral is and

will be (A) used

only in Guarantors’

or Subsidiary User’s

trade or business (and not for personal, family or household purposes),

as contemplated under the terms of

the applicable Consent to Use Agreement,

(B) maintained in good operating order and repair, normal wear

and tear

excepted, (C)

used and

maintained in

all material

respects in

compliance with

manufacturers

recommendations and

all applicable

laws and

regulations, and

(D) personal

property that

is solely

and

lawfully owned and

possessed by Guarantors

or by Subsidiary

User, as

contemplated under the

terms of

the applicable Consent to Use Agreement; (iv) Guarantors have the sole right to grant the security interest

in the Collateral

as described herein;

and (v) Guarantors

shall not remove any

of the Collateral

from the

continental United States or Mexico (except as contemplated under the terms of the applicable

Consent to

Use Agreement), or sell, rent, lease, mortgage, license,

grant a security interest in or otherwise

transfer or

encumber (except for Permitted Liens) any of

the Collateral, (b) Guarantors and/or Subsidiary User

shall,

at all times, keep accurate and complete records of the

Collateral, and Secured Party shall have the right to

(i) inspect and make

copies of all of Guarantors’

and/or Subsidiary User’s books

and records relating to the

Collateral and (ii) inspect any

of the Collateral, in each

case, during normal business hours

and after giving

Debtor reasonable prior notice, (c) if Secured

Party asks, Guarantors will promptly notify Secured

Party in

writing of the

location of any

Collateral, and if

an Event of

Default has occurred

and continuing, Guarantors

will not move the Collateral

from its then current location

Debtor shall cause each Subsidiary User,

and

shall be responsible for each Subsidiary User, to comply with such covenants.

REPORTS

(a) If not or no longer publicly available on or before the applicable due

date for any

financial statements or

reports specified below,

Debtor and Guarantors

will deliver or

make available to

Secured Party

(i) complete

financial statements

of Debtor

and Guarantors

prepared in

accordance with

generally accepted accounting principles,

consistently applied, certified by

a recognized firm of

certified

public accountants within

120 days

of the close of Debtor’s and

Guarantors’ fiscal year and (ii) copies of

Debtor’s and Guarantors’

quarterly financial report

certified by the

chief financial officer

of Debtor and

Guarantor within

60 days

of the close of each of

their respective fiscal quarters, (b)

Debtor and Guarantors

will furnish annually

with the annual

financial statements provided

pursuant to clause

(a) above, and

other times, within

30 days

of Secured Party’s request, a certificate of an authorized officer of Debtor and

Guarantor stating that

to the best

of such officer’s

knowledge, there exists

no Event of

Default or event

which with notice or lapse of time (or both) would become

an Event of Default.

INSURANCE

(a) Guarantors shall at all times

bear the entire risk of any

loss, theft, damage to,

or destruction

of, any

of the

Collateral from

any cause

whatsoever, (b)

Guarantors agree,

at their

own

expense, to keep the Collateral insured with companies

acceptable to Secured Party for such amounts and

against such

hazards as

Secured Party

may reasonably

require, including,

but not

limited to,

all risks

physical damage insurance for

the Collateral itself, including,

but not limited to, loss

or damage by fire and

extended coverage perils, theft,

burglary, and

for any or all

Collateral which are vehicles,

for risk of loss

by collision.

If the Collateral is

used, operated and located

in Mexico, then such

insurance policy shall also

comply with the requirements

established under applicable Mexican

law and shall provide

coverage for the

Collateral at all times that it

is located and operated in Mexico.

The physical insurance coverage shall be

in an amount no

less than the full

replacement value of the

Collateral, and deductible

amounts, insurers and

policies shall be reasonably

acceptable to Secured Party.

Debtor and/or Guarantors

shall deliver to Secured

Party evidence of

insurance reasonably satisfactory

to Secured Party,

within

10 days

of Secured Party’s

request therefor.

Each policy shall

name Secured Party

as loss payee, shall

provide for coverage

to Secured

Party regardless of

the breach by

Debtor or Guarantors

of any warranty

or representation made

therein,

shall not be subject to co-insurance, and shall provide that coverage may not be canceled or

altered by the

insurer except upon 30 days prior written notice to

Secured Party.

Guarantors irrevocably appoint, which

appointment is coupled with an interest,

Secured Party as its attorney-in-fact to

make proof of loss, claim

for insurance

and adjustments

with insurers,

and to

receive payment

of and

execute or

endorse all

documents, checks or

drafts in connection

with insurance payments,

but Secured Party

will not exercise

such power of

attorney unless an

Event of Default

has occurred and

is continuing.

Guarantors will

not

make adjustments with insurers without the prior written consent of Secured Party.

Proceeds of insurance

shall be applied, at

the option of Secured

Party,

to repair or replace

the Collateral or to

reduce any of the

Indebtedness under the Debt Documents; provided

that, so long as no Event of Default

has occurred and is

continuing, within sixty (60) days following receipt of any proceeds of insurance, Guarantors may elect to

apply such proceeds to repair or replace the Collateral.

DEFAULTS

Debtor and Guarantors

shall be in

default under this

Master Agreement and

each

Loan Document upon

the occurrence of

any of the following

(each an “

Event of Default

”, and collectively,

the “

Events of Default

”):

(i) Debtor fails to pay,

within

10 days

after its due date any installment or other

amount due under this Master

Agreement, any Loan Document

or any other Debt Document;

(ii) Debtor or

Guarantors, without the prior written

consent of Secured Party, attempts to or does

sell all or any fractional

interest in, rent, lease, license,

charter, mortgage, assign, grant a lien on

or security interest in, or otherwise

transfer or encumber (except

for Permitted Liens) any

of the Collateral or

any part thereof; (iii)

a Guarantor

breaches any of its

insurance obligations under this Master

Agreement, any Loan Document or

any other

Debt Document; (iv) Debtor or Guarantors breach any of their covenants or other

obligations under any of

this Agreement, any Loan Document (other than those described elsewhere in this

Section 5) or any other

Debt Document,

and fail

to cure

that breach

within

30 days

after the

earlier of

any officer

of Debtor

becoming aware of

the occurrence thereof

or the giving

of written notice

thereof to Debtor

by Secured Party;

(v) any warranty,

representation or statement

made by Debtor

Guarantors or any

Obligor in this

Master

Agreement, any Loan Document or

any other Debt Document or

otherwise in connection with any

of the

Indebtedness shall be false or misleading in

any material respect when made;

(vi) any material amount of

the Collateral

(as determined

by Secured

Party in

its reasonable

discretion) is

subjected to

attachment,

execution, levy,

seizure or confiscation

in any legal

proceeding or otherwise,

or if any

legal or

administrative proceeding is commenced against

Debtor, a Guarantor or any of the Collateral,

which in the

good faith judgment of

Secured Party subjects any material

amount of the Collateral

to a material risk

attachment, execution, levy,

seizure or confiscation and no

bond is posted or

protective order obtained to

sufficiently (as determined by Secured

Party in its reasonable

discretion) negate such risk; (vii)

Debtor, a

Guarantor or

any Obligor

breaches or

is in

default in

any material

respect, after

giving effect

to any

applicable cure periods, under any

other agreement by and between

Secured Party (or any of

its affiliates

or parent entities)

on the one

hand, and Debtor

a Guarantor or

such Obligor (or

any of their

respective

affiliates or parent entities) on the other hand;

(viii) (A) there is any dissolution or

termination of existence

of Debtor, a

Guarantor or any Obligor

or a Subsidiary User,

(B) Debtor, a

Guarantor or any Obligor

or a

Subsidiary User becomes

insolvent or ceases

to do business

as a going

concern, (C) if

any Obligor or

Subsidiary User is a

natural person, any

death or incompetency of

such Obligor, (D) a receiver

is appointed

for all or of any part of the property of Debtor,

a Guarantor or any Obligor or a Subsidiary User, or Debtor

or a Guarantor or

any Obligor or a

Subsidiary User makes any assignment for

the benefit of its

creditors,

or in the event

an such appointment or

assignment is involuntarily

made against Debtor,

a Guarantor or any

Obligor or a Subsidiary User, such appointment or

assignment is not dismissed within

30 days

thereof, or

(E) Debtor

or a

Guarantor or

any Obligor

or a

Subsidiary User

files a

petition under

any bankruptcy,

insolvency or similar law,

or in the event an

involuntary petition is filed against Debtor or

a Guarantor or

any Obligor or a Subsidiary

User under any bankruptcy

or insolvency laws, such

involuntary petition is not

dismissed within

30 days

of the filing date; (ix) Debtor or a Guarantor or any Obligor improperly files, or

causes to be filed,

an amendment or termination

statement relating to a

filed financing statement describing

the Collateral; (x) any

Obligor revokes or attempts

to revoke its obligations

under any guarantee or

Debt

Documents to which it is a party or fails to observe or perform

any covenant, condition or agreement to be

performed under such guarantee or Debt Documents to which it is a party; (xi) Debtor, a Guarantor or any

Obligor defaults

under any

other contract

or obli

gation for

indebtedness in

an amount

greater than

$500,000.00 if such

default results in

the other party

to the agreement

either accelerating the obligations

thereunder or being permitted to

cause such indebtedness to become

due prior to its

stated maturity; (xii)

without the prior written consent of Secured Party,

(A) there is a Change of Control (as defined below) or

(B) there is any

merger or consolidation of Debtor

unless Debtor is the

surviving entity or of

any Guarantor

or Obligor unless Debtor or another Guarantor or another Obligor

is the surviving entity; (xiii) without the

prior written

consent of Secured

Party, either

Debtor, a

Guarantor or any

Obligor sells or

leases all,

substantially all,

of its

assets; or

(xiv) (A)

Secured Party

is unable

to register

(1) any

Consent to

Use

Agreement or

(2) any

Debt Document

or other

guaranty granted

by a

Guarantor or

Obligor to

secure

Debtor’s obligations under a Loan

Document, or (3) the Mexican

Pledge, in the Mexican Public

Registry

of Property and Commerce, including

the Section of Sole

Registry of Mobile Guaranties (or

in any other

Public Registry whereby a Consent to Use Agreement or a Debt Document has to be registered in Mexico

to have legal

effect against third

parties), or (B)

if there shall

occur a default

under any Consent

to Use

Agreement,

subject to any

materiality thresholds or

cure periods set

forth therein.

Any provision of

this

Master Agreement,

any Loan

Document or

any other

Debt Document

to the

contrary notwithstanding,

Secured Party may exercise all rights and remedies hereunder independently

with respect to the Loan.

For purposes of

this Section 5, “

Change in Control

” means (a) the

acquisition of ownership, directly

indirectly, beneficially or of record,

by any person or

group (within the meaning

of the Securities Exchange

Act of 1934 and

the rules of the

Securities and Exchange Commission thereunder as

in effect on the

date

hereof), of equity interests

representing more than 35%

of the aggregate ordinary

voting power represented

by the issued and outstanding equity interests of Debtor, a Guarantor or an Obligor;

or (b) occupation of a

majority of the seats

(other than vacant

seats) on the board

of directors of Debtor,

a Guarantor or

an Obligor

by persons who were neither (i) directors of such parties on the date hereof, (ii) nominated by the board of

directors of such

parties,

nor (iii) appointed

by directors so

nominated; or (c)

Debtor, a

Guarantor or an

Obligor at any time ceases, directly or indirectly to own, free and clear of all liens or other encumbrances,

the majority stake of the issued and outstanding equity interests of

a Subsidiary User or a Guarantor or an

Obligor which is a related party of Debtor as of the date hereof.

REMEDIES

(a) Upon the

occurrence of any

Event of Default

described in Section

5(viii)(E), any

and all of

the Indebtedness shall automatically

become immediately due and

payable, without any action

by any person

or entity.

Upon the occurrence of

any other Event

of Default and during

the continuation

thereof, Secured Party, at its option, may declare any or all of the Indebtedness to be immediately due and

payable, upon demand and

notice to Debtor or

any Guarantor or any

Obligor.

All obligations and liabilities

then due and

payable under the

Debt Documents shall

bear interest from

the occurrence of

the Event of

Default (both before

and after any

judgment) until paid

in full at

a per annum

rate equal to

the lower of

12.50% and

the maximum rate

not prohibited by

applicable law (the

“

Per Diem

Interest Rate

”).

The

application of such Per Diem Interest Rate shall

not be interpreted or deemed to extend any

cure period set

forth herein, cure any default or

otherwise limit Secured Party’s right or remedies hereunder.

(b) Upon the

occurrence of any Event of Default and during the continuation

thereof, Secured Party shall have all of the

rights and remedies

of a secured

party under the

Uniform Commercial Code,

and under any

other applicable

law, including, without limitation, to (i) notify any

account Debtor or any Guarantor

or any Obligor on any

instrument which constitutes proceeds

of the Collateral to

make payment to Secured

Party, (ii)

enter any

premises where the Collateral may be and take possession of and remove the Collateral from the premises

or store it on the premises, (iii) sell

the Collateral at public or private sale,

in whole or in part, and have

the

right to

bid and

purchase at such

sale or (iv

)

lease or

otherwise dispose of

all or

part of

the Collateral,

applying proceeds from such disposition to the obligations then in default.

If requested by Secured Party,

Guarantors shall promptly assemble the

Collateral and make it available

to Secured Party at a

place to be

designated by Secured

Party which is

reasonably convenient to

both parties.

Secured Party may

also render

any or all

of the Collateral

unusable at any

Guarantors’ premises and

may dispose of

such Collateral on

such premises without liability

for rent or costs.

Any notice that Secured

Party is required to

give to Debtor

or Guarantors under

the Uniform Commercial

Code of the

time and place

of any public

sale or the

time

after which any private sale

or other intended disposition of

the Collateral is to be made

shall be deemed to

constitute reasonable notice if such

notice is personally served on

or mailed, postage prepaid, to

the Debtor

or to any Guarantor at

their last known address

at least

15 days

prior to such action.

Debtor and Guarantors

shall cause Subsidiary User, and shall

be responsible for Subsidiary User, to cooperate and

assist with the

compliance of the provisions

set forth in this Section 6 and

to acknowledge each of such Secured Party’s

rights and remedies. (c) Upon the occurrence of any Event of Default and during the

continuation thereof,

Secured Party shall have

the right to any

proceeds of sale,

lease or other disposition

of the Collateral, if

any,

and the right to apply any amounts so collected

or (as the case may be) otherwise collected

from Debtor or

Guarantors

or any

Obligor

pursuant to

this Section

6 or

under any

Loan Document or

any other

Debt

Document in the following order

of priorities:

(i) to pay all of Secured Party’s costs, charges

and expenses

incurred in

enforcing its

rights under

this Master

Agreement, any

Loan Document

or any

other Debt

Document or in taking, removing, holding, repairing,

refurbishing, selling, leasing or otherwise disposing

of the Collateral;

then, (ii) to

pay any and

all late fees,

per diem fees,

other such charges

due under this

Master Agreement, any Loan

Document or any other

Debt Document, any and

all interest due under

this

Master Agreement, any Loan Document or any

other Debt Document, and all amounts owing

pursuant to

any indemnity claims; then (iii)

to pay all principal due under

any Loans; then (iv) to

pay all other amounts

due and

owing to

Secured Party

under this

Master Agreement, any

Loan Document

or any

other Debt

Document; then (v) any surplus shall be

remitted to Debtor, Guarantor

or Obligor or (as the case

may be)

any other party legally

entitled thereto.

Debtor shall remain liable

for and pay any

deficiency in (i),

(ii),

(iii) and (iv) promptly upon

demand.

(d) Debtor and Guarantors agree

to pay all reasonable attorneys’

fees

and other

costs incurred

by Secured

Party in

connection with

the enforcement,

assertion, defense

preservation of Secured Party’s rights and remedies under this

Master Agreement, any Loan Document or

any other Debt Document,

or if prohibited by

law, such

lesser sum as may

be permitted, and

Debtor and

Guarantors further agree that such fees and

costs shall constitute Indebtedness.

(e) Secured Party’s rights

and remedies

under this

Master Agreement,

any Loan

Document and

the other

Debt Documents

otherwise arising are cumulative

and nonexclusive of any

other rights and remedies

that Secured Party may

have under any other agreement or

at law or in equity and

may be exercised individually or concurrently,

and any or all

thereof may be exercised

instead of or in

addition to each other

or any remedies at

law, in

equity, or under statute.

Neither the failure nor

any delay on the

part of Secured Party

to exercise any right,

power or privilege under

this Master Agreement or

any other Debt Document

shall operate as a

waiver, nor

shall any single or partial exercise

of any right, power or privilege

preclude any other or further

exercise of

that or any other

right, power or privilege.

SECURED PARTY

SHALL NOT BE DEEMED

TO HAVE

WAIVED ANY

OF ITS RIGHTS

UNDER THIS MASTER

AGREEMENT OR UNDER ANY

OTHER

DEBT DOCUMENT

UNLESS SUCH

WAIVER

IS EXPRESSED

IN WRITING

AND SIGNED

SECURED PARTY.

A waiver on any

one occasion shall not

be construed as a

bar to or waiver

of any right

or remedy on any

future occasion.

Except as provided in

Section 6(b) above, Debtor

and Guarantors waive

notice of

sale or

other disposition

(and the

time and

place thereof),

and the

manner and

place of

any

advertising, and any other

notice required to be

given under the Uniform

Commercial Code.

Secured Party

shall have no obligation to marshal any of the Collateral.

ASSIGNMENT

DEBTOR SHALL

NOT SELL,

TRANSFER, ASSIGN,

ENCUMBER OR

SUBLET ANY COLLATERAL

OR THE INTEREST OF DEBTOR IN THIS MASTER

AGREEMENT,

ANY LOAN DOCUMENT,

ANY OTHER

DEBT DOCUMENTS OR

ANY LOAN, IN

EACH CASE

WITHOUT THE PRIOR

WRITTEN CONSENT OF

SECURED PARTY.

Secured Party may,

without

notice to or the consent of Debtor or Guarantors, assign, sell,

or transfer in whole or in part its interests in

this Master

Agreement, any

Loan, any

Loan Document,

any other

Debt Document,

its interest

in any

Collateral, the right to enter into

any Loan Document or any

of its rights under this Master

Agreement, any

Loan Document

or any

other Debt

Documents (in

each case,

a “

Secured Party

Transfer

”).

Upon a

Secured Party Transfer of Secured Party’s entire right and interest under this Master Agreement, any

Loan

Document or any other Debt Documents, Secured Party shall automatically be relieved,

from and after the

date of such

Secured Party Transfer,

of liability for

the performance of

any obligation of

Secured Party

contained in

this Master Agreement,

any such

Loan Document or

any such Debt

Documents arising or

accruing from

or after

such Secured

Party Transfer.

Debtor and

Guarantors agree

that, if

Debtor or

Guarantors receive written notice

of an assignment from

Secured Party, Debtor and Guarantors will pay

all

installments and other amounts

due under any assigned Loan

Document to such assignee or

as instructed

by Secured Party.

Debtor and Guarantors

also agree to

confirm in writing,

and to cause

any Obligor to

confirm in writing, receipt

of the notice of

assignment as may be

reasonably requested by assignee.

Debtor

and Guarantors

hereby waive

and agree

not to

assert against

any such

assignee any

defense, set-off,

recoupment claim

or counterclaim

which Debtor

or Guarantors

have or

may at

any time

have against

Secured Party for any reason whatsoever.

INDEMNIFICATION

DEBTOR AND GUARANTORS HEREBY AGREE

TO INDEMNIFY,

DEFEND AND

HOLD HARMLESS

EACH OF

(1) SECURED

PARTY,

(2) THE

AFFILIATES OF

SECURED PARTY,

(3) ANY PARTICIPANTS,

(4) ANY SUCCESSORS AND ASSIGNS OF ANY OF

THE FOREGOING AND

(5) ALL

OF THEIR RESPECTIVE

DIRECTORS, SHAREHOLDERS,

OFFICERS, EMPLOYEES,

AGENTS, PREDECESSORS, ATTORNEYS

-IN-FACT AND

LAWYERS

(EACH AN “

INDEMNIFIED PARTY

”) (ON AN AFTER-TAX

BASIS) FROM AND AGAINST ANY

AND ALL LOSSES,

DISPUTES, PENALTIES,

CLAIMS, EXPENSES (INCLUDING WITHOUT

LIMITATION

LEGAL EXPENSES, INCLUDING

WITHOUT LIMITATION

THOSE INCURRED IN

CONNECTION WITH

RESPONDING TO

SUBPOENAS, THIRD

PARTY

OR OTHERWISE)

DAMAGES AND LIABILITIES (INCLUDING WITHOUT LIMITATION

ENVIRONMENTAL

LIABILITIES) OF WHATSOEVER

KIND AND NATURE

ARISING OUT OF OR

IN CONNECTION

WITH OR

RELATING

TO ANY

COLLATERAL,

THIS MASTER

AGREEMENT OR

ANY LOAN

DOCUMENT OR ANY