{"id":41290,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-agreement-at-home-corp-hftp-investment-l-l-c-gaia.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-agreement-at-home-corp-hftp-investment-l-l-c-gaia","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-agreement-at-home-corp-hftp-investment-l-l-c-gaia.html","title":{"rendered":"Security Agreement &#8211; At Home Corp., HFTP Investment L.L.C., Gaia Offshore Master Fund, Ltd. and Leonardo, L.P."},"content":{"rendered":"<pre> \n                              SECURITY AGREEMENT\n\n     This Security Agreement (this \"Agreement\") is made as of June 8, 2001 by\nand between At Home Corporation, a Delaware corporation (the \"Company\"), and the\nholders (individually a \"Secured Party\" and collectively the \"Secured Parties\")\nof those certain Convertible Notes dated of even date herewith (said Convertible\nNotes, together with any Convertible Notes issued in replacement thereof or\nsubstitution therefore, and in each case as they may hereafter be amended,\namended and restated, supplemented or otherwise modified from time to time,\nbeing the \"Notes\") issued by the Company pursuant to that certain Securities\nPurchase Agreement dated of even date herewith by and among the Company and the\nBuyers listed on the Schedule of Buyers thereto (the \"Securities Purchase\nAgreement\").\n\n                            PRELIMINARY STATEMENTS\n\n     In connection with the Securities Purchase Agreement, the Company is\nentering into this Agreement in order to grant to the Secured Parties a security\ninterest in the Collateral (as defined below) to secure the Company's\nobligations to repay the principal amount of the Notes.\n\n     It is a condition precedent to the Secured Parties' obligations under the\nSecurities Purchase Agreement that the Company shall have granted the security\ninterest contemplated by this Agreement, and the Company will derive substantial\ndirect and indirect benefit from the transactions contemplated by the Notes and\nthe Securities Purchase Agreement.\n\n     Terms not otherwise defined in this Agreement but which are defined in the\nNotes shall have the meanings assigned thereto in the Notes. For the purposes of\nthis Agreement, \"Lien\" means any mortgage, deed of trust, pledge, hypothecation,\nassignment, charge or deposit arrangement, encumbrance, lien (statutory or\nother) or preference, priority or other security interest or preferential\narrangement of any kind or nature whatsoever (including those created by,\narising under or evidenced by any conditional sale or other title retention\narrangement, the interest of a lessor under a capital lease, any financing lease\nhaving substantially the same economic effect as any of the foregoing, or the\nfiling of any financing statement naming the owner of the asset to which such\nlien relates as debtor, under the N.Y. Uniform Commercial Code (defined below)\nor any or any comparable law) and any contingent or other agreement to provide\nany of the foregoing, but not including the interest of a lessor under a lease\n(such as an operating lease) which is not a capital lease. Further, unless\notherwise defined in this Agreement or in the Notes, terms defined in Article 8\nor 9 of the Uniform Commercial Code as from time to time in effect in the State\nof New York (\"N.Y. Uniform Commercial Code\") are used in this Agreement as such\nterms are defined in such Article 8 or 9.\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, in consideration of the foregoing premises and in order to\ninduce the Secured Parties to purchase the Notes under the Securities Purchase\nAgreement, the Company hereby agrees with the Secured Parties as follows:\n\n     1.  Grant of Security. The Company hereby grants to the Secured Parties, to\nsecure the Secured Obligations (as defined below), a security interest in and\nLien upon, all of the \n\n                                       1\n\n \nCompany's right, title and interest in and to all of the Company's assets (other\nthan the Optional Excluded Assets and Deemed Excluded Assets (each as defined\nbelow, and collectively the \"Excluded Assets\")), including, without limitation,\nthe following, in each case, as to each type of property described below whether\nnow owned or hereafter acquired by the Company, wherever located, and whether\nnow or hereafter existing or arising (collectively, the \"Collateral\"):\n\n               (a) all personal and fixture property of every kind and nature\n     including without limitation all goods (including inventory, equipment and\n     any accessions thereto), instruments (including promissory notes),\n     documents, accounts, chattel paper (whether tangible or electronic),\n     deposit accounts, letters of credit (whether or not the letter of credit is\n     evidenced by a writing), securities, stock (whether certificated or\n     uncertificated) and all other investment property, supporting obligations,\n     any other contract rights or rights to the payment of money, insurance\n     claims and proceeds, tort claims, and all general intangibles including,\n     without limitation, all goodwill, and all licenses, permits, agreements of\n     any kind or nature pursuant to which the Company possesses, uses or has\n     authority to possess or use tangible property of others or that others\n     possess, use or have authority to possess or use tangible property of the\n     Company; and\n\n               (b)  all proceeds of any and all of the Collateral (including,\n     without limitation, proceeds that constitute property of the types\n     described in clause (a) of this Section 1 and this clause (b)) and, to the\n     extent not otherwise included, all (i) payments under insurance (whether or\n     not the Secured Parties is the loss payee thereof), or any indemnity,\n     warranty or guaranty, payable by reason of loss or damage to or otherwise\n     with respect to any of the foregoing Collateral and (ii) cash (the\n     \"Proceeds\").\n\nNotwithstanding the foregoing, the Collateral shall not include (I) any and all\nof the following assets (the \"Deemed Excluded Assets\"), unless the Company\nprovides written notice to the Secured Parties that any such Deemed Excluded\nAsset should be included in the Collateral: (a) any form of intellectual\nproperty, including patents, patent applications, trademarks, trademark\napplications, trade names, copyrights, copyright applications, software,\nengineering drawings, trade secrets, know-how, service marks, and customer\nlists, (b) any rights under contracts, leases or intellectual property rights if\nthe terms of such contract, lease or intellectual property right, or the terms\nof any right granted by the Company with respect thereto, prohibit the\ncollateral assignment or granting of a security interest in the Company's right\nin the same; (c) any restricted cash or cash equivalents or any certificates of\ndeposit, whether now owned by the Company or hereafter acquired, that secure the\nCompany's obligations with respect to letters of credit, performance or surety\nbonds or similar obligations, and (d) any rights under the IRU Capacity\nAgreement, dated December 19, 1998, between the Company and AT&amp;T Corp., as the\nsame may have been and may from time to time be amended, modified and restated,\nand any successor to such agreement; (II) any asset (an \"Optional Excluded\nAsset\"), for which the Company has provided a written notice of exclusion (a\n\"Notice of Exclusion\"), specifically identifying the asset (or class of assets)\nand stating that it is excluded from the meaning of Collateral under this\nAgreement; provided that the Company shall only be entitled to deliver a Notice\nof Exclusion if the Optional Excluded Asset is to be used as collateral to\nsecure obligations of the Company to other parties in connection with bona fide\ncommercial or financing transactions with such a third party; and provided,\nfurther, that after giving effect to \n\n                                       2\n\n \nsuch Notice of Exclusion, the total book value of the Collateral securing the\nSecured Obligations pursuant to this Agreement, less the total aggregate\nprincipal amount of all secured indebtedness of the Company for money borrowed\n(excluding the Secured Obligations) which is secured by the Collateral, in each\ncase determined in accordance with generally accepted accounting procedures,\nwould exceed the then-outstanding principal amount of the Notes; or (III) any\nproceeds of any Excluded Asset.\n\n          2.   Security for Obligations. This Agreement secures the repayment by\nthe Company of the outstanding principal under the Notes, and, without\nduplication, any damages (in an amount not to exceed the amount of any unpaid\nprincipal) that may become payable in any contract causes of action for\nrepayment of such principal (the \"Secured Obligations\"). Without limiting the\ngenerality of the foregoing, this Agreement secures the payment of all amounts\nthat constitute part of the Secured Obligations of the Company and would be owed\nby the Company to the Secured Parties under the Notes but for the fact that they\nare unenforceable or not allowable due to the existence of a bankruptcy,\nreorganization or similar proceeding involving the Company or any of the\nCompany's Subsidiaries.\n\n          3.   Representations, Warranties and Covenants. The Company represents\nand warrants as follows:\n\n               (a)  The chief executive office of the Company is located at the\n     address specified therefore in Schedule I hereto, as such Schedule I may be\n     amended from time to time pursuant to Section 5. The Company's federal tax\n     identification number is set forth opposite the Company's name in Schedule\n     I hereto. In addition, Schedule I hereto sets forth the addresses where\n     substantially all of the tangible Collateral is located as of the date\n     hereof. The Company is duly organized and validly existing in good standing\n     under the laws of the State of Delaware. The Company shall not move its\n     chief executive office, change its jurisdiction of incorporation or\n     relocate a material portion of the Collateral, in each case in a manner\n     that would result in the failure of the security interest in the Collateral\n     to be perfected, unless the Company provides the Secured Parties with not\n     less than ten (10) days prior written notice of any of the foregoing events\n     and cooperates with the Secured Parties to file any new financing\n     statements and\/or amend any existing financing statements as shall be\n     necessary and reasonably requested by the Secured Parties to continue the\n     Secured Parties' perfected security interest in the Collateral.\n\n               (b)  This Agreement creates in favor of the Secured Parties a\n     valid security interest in all of the Company's right, title and interest\n     in and to the Collateral, securing the payment of the Secured Obligations\n     of the Company, and upon the filing of appropriate UCC financing statements\n     in the jurisdictions listed in Schedule II hereto, such security interest\n     will be duly perfected in all of the Collateral in which a security\n     interest may be perfected by such filing.\n\n          4.   Further Assurances. The Company agrees that from time to time, at\nthe expense of the Company, the Company will execute and deliver any further\ninstruments and documents, and take any further action, as may be reasonably\nrequested by the Secured Parties that may be necessary under applicable law in\norder to evidence and perfect any pledge,\n\n                                       3\n\n \nassignment or security interest granted or purported to be granted by the\nCompany hereunder or to enable the Secured Parties to exercise and enforce its\nrights and remedies hereunder with respect to any Collateral of the Company.\nWithout limiting the generality of the foregoing, the Company will promptly\nexecute and file such financing or continuation statements, or amendments\nthereto, with respect to the Collateral and such other instruments or notices,\nas the Secured Parties may reasonably request that may be necessary under\napplicable law and practice in order to evidence and perfect the rights and\nsecurity interest granted by the Company hereunder, and, in the event that the\nCompany fails to execute and file any such statements that may be necessary\nunder applicable law in order to evidence and perfect such rights and security\nagreement following such request, to the extent permitted by the N.Y. Uniform\nCommercial Code or the applicable commercial code in effect in the jurisdiction\nwhere any Collateral is located, the Company hereby authorizes the Secured\nParties to execute and file, on the Company's behalf, any new UCC financing\nstatements or amendments to existing financing statements as may be necessary to\nperfect the security interest contemplated by this Agreement. Notwithstanding\nthe foregoing, the Company shall not be required to deliver possession of any\nCollateral to the Secured Parties except as may be required upon the exercise of\nthe Secured Parties' rights under Section 7 upon an Event of Default.\n\n          5.   Place of Perfection; Records. The Company will keep its chief\nexecutive office at the location therefor specified in Section 3(a) or at such\nother location in a jurisdiction where all actions required by Section 4 shall\nhave been taken with respect to the Collateral of the Company (and, upon the\ntaking of such action in such jurisdiction, Schedule I hereto shall be\nautomatically amended to include such other location).\n\n          6.   Transfers and Other Liens; Subordination of Liens; Rights of\nThird Parties.\n\n     (a) Transactions by Company. The Secured Parties each agree that nothing\nset forth herein is intended or shall be construed to prohibit or limit in any\nway the right and ability of the Company (i) to sell, assign, transfer, license,\nsublease or otherwise dispose of, or grant any option or other interest or right\nwith respect to, any of the Collateral (other than dividends to the Company's\nstockholders that are prohibited under the terms of the Notes), (ii) to grant,\ncreate or suffer to exist any Lien, charge or security interest upon or with\nrespect to any of the Collateral; (iii) to amend, modify or replace any\ncontracts included in the Collateral or to waive any rights thereunder, or (iv)\nother than as expressly set forth herein, to enter into any other transactions\nwith respect to the Collateral, and the consent of the Secured Parties shall not\nbe required for any of the foregoing. Notwithstanding the foregoing, the Company\nmay not sell, assign, transfer or otherwise dispose of any Collateral having a\nbook value (i) in excess of $2.5 million in a single transaction or series of\nrelated transactions or (ii) in excess of $10 million in the aggregate during\nthe term of the Notes, unless either (x) the proceeds thereof shall constitute\nCollateral in which the Secured Parties shall have a valid and perfected\nsecurity interest; (y) the Company applies the proceeds thereof to repay\nindebtedness that is secured by a Lien which is senior to the Secured Parties'\nsecurity interest in the Collateral, or (z) after giving effect to such sale,\nassignment, transfer or other disposition, the total book value of the\nCollateral securing the Secured Obligations pursuant to this Agreement, less the\ntotal aggregate principal amount of all secured indebtedness of the Company for\nmoney borrowed (excluding the Secured Obligations) which is secured by the\nCollateral, in each case determined in accordance with generally\n\n                                       4\n\n \naccepted accounting principles, would exceed the then-outstanding principal\namount of the Notes.\n\n          (b)  Subordination of Liens. The Secured Parties' rights and security\ninterest in the Collateral are hereby (and shall automatically be) subordinated\nto all other Liens, security interests, mortgages, claims and rights of any kind\nthat may be granted from time to time after the date hereof to secure\nobligations arising after the date hereof, including Liens and security\ninterests securing the repayment of the principal of and accrued interest on,\nand other obligations with respect to, indebtedness for money borrowed (other\nthan indebtedness for money borrowed under the Indenture dated as of December\n28, 1998 and the Indenture dated as of December 1, 1999, each between the\nCompany and State Street Bank and Trust Company of California, N.A. (the\n\"Indentures\") and any refinancings of the Indentures). Each Secured Party hereby\nagrees to enter into any subordination or inter-creditor agreement reasonably\nrequested by the Company or any other lender to or creditor of the Company, in\ncustomary form for comparable transactions by such lender or creditor to\nevidence or confirm such Lien subordination with respect to the Collateral and\nwith respect to any exercise of the Secured Parties' rights hereunder; provided,\nhowever, that such subordination agreement or inter-creditor agreement shall\nrelate only to the Lien of the Secured Parties and shall in no way limit or\nrestrict the rights of the Secured Parties pursuant to the Notes. Furthermore,\nthe foregoing shall in no way limit or prejudice any rights that the Secured\nParties may have pursuant to the terms of the Notes or the Securities Purchase\nAgreement. Notwithstanding the foregoing, the Secured Parties' rights and\nsecurity interest in the Collateral shall not be subordinated to (i) the\nIndentures or any refinancing of the Indentures or (ii) any indebtedness if, at\nthe time such indebtedness is first incurred (or, in the case of indebtedness\nthat refinances or refunds other indebtedness, at the time such refinanced or\nrefunded indebtedness was first incurred), after giving effect to the incurrence\nof such indebtedness, the total book value of the Collateral securing the\nSecured Obligations pursuant to this Agreement, less the total aggregate\nprincipal amount of all secured indebtedness of the Company for money borrowed\n(excluding the Secured Obligations) which is secured by the Collateral, in each\ncase determined in accordance with generally accepted accounting principles,\nwould exceed the then-outstanding principal amount of the Notes.\n\n          (c) Rights of Third Parties. The terms of this Agreement and the\nrights of Secured Parties shall not limit or prejudice in any manner the\nexercise by any third party of any rights pursuant to the terms of any contracts\nthat such third party may have with the Company.\n\n          7.  Remedies. If both (a) any Event of Default (as defined in the\nNotes) shall have occurred and be continuing under Section (10)(a) (i),\n10(a)(iv) or 10(a)(v) of the Notes, or if any other Event of Default shall have\noccurred and be continuing under the Notes as a result of which the Secured\nParties shall have declared the Notes to be due and payable, and (b) either (i)\nany Event of Default shall have occurred and be continuing with respect to the\nCompany's Convertible Subordinated Notes due 2006 and Convertible Subordinated\nDebentures due 2018 or any other indebtedness that is subordinated in right of\npayment to the Notes in an aggregate principal amount of at least $50 million\n(collectively \"Subordinated Debt\"), other than as a result of any cross-default\nor cross-acceleration resulting from an Event of Default under the Notes, or\n(ii) while such Event of Default under the Notes shall be continuing, the\nCompany shall have made (or shall have attempted to make) any payments to any\nholders of Subordinated\n\n                                       5\n\n \nDebt in respect of principal or interest or other amounts payable on such\nSubordinated Debt, then:\n\n          (a)  The Secured Parties may exercise in respect of the Collateral, in\naddition to other rights and remedies provided for herein or otherwise available\nto it, all the rights and remedies of the Secured Parties upon default under the\nN.Y. Uniform Commercial Code whether or not the NY. Uniform Commercial Code\napplies to the affected Collateral) and, to the extent permitted by the N.Y.\nUniform Commercial Code, also may exercise any and all rights and remedies of\nthe Company in respect of the Collateral, in each case subject to the terms\nhereof. The Company agrees that, to the extent notice of sale shall be required\nby law, at least ten days' notice to the Company of the time and place of any\npublic sale or the time after which any private sale is to be made shall\nconstitute reasonable notification. The Secured Party shall not be obligated to\nmake any sale of Collateral regardless of notice of sale having been given. The\nSecured Party may adjourn any public or private sale from time to time by\nannouncement at the time and place fixed therefor, and such sale may, without\nfurther notice, be made at the time and place to which it was so adjourned.\n\n          (b)  Any cash held by or on behalf of the Secured Parties and all cash\nproceeds received by or on behalf of the Secured Parties in respect of any sale\nof, collection from, or other realization upon all or any part of the Collateral\nmay, in the discretion of the Secured Parties, be held by the Secured Parties as\ncollateral for, and\/or then or at any time thereafter applied in whole or in\npart by the Secured Parties against, all or any part of the Secured Obligations.\nAny surplus of such cash or cash proceeds held by or on behalf of the Secured\nParties and remaining after payment in full of all the Secured Obligations shall\nbe paid over to the Company or to whomsoever may be lawfully entitled to receive\nsuch surplus.\n\n          (c)  The remedies provided in this Section 7 shall only be exercised\nor otherwise enforced with the written consent of Secured Parties holding at\nleast 66-2\/3% of the outstanding aggregate principal amount of the Secured\nObligations (\"Majority Secured Parties\"). The Majority Secured Parties may\nappoint an agent (the \"Agent\") that, at the direction of Majority Secured\nParties, shall have the right to exercise any right or remedy of the Secured\nParties, on behalf of all Secured Parties, under this Agreement, including,\nwithout limitation, all rights and remedies of a secured party under the N.Y.\nUniform Commercial Code. If an Agent is so appointed:\n\n                    (i)  At the direction of the Majority Secured Parties, the\nAgent shall proceed with the enforcement of the Secured Parties' rights against\nthe Collateral for the benefit of the Secured Parties under the Notes. Any\nrepossession, sale or distribution of proceeds of Collateral shall be\naccomplished as required by this Agreement, the other Transaction Documents (as\ndefined in the Securities Purchase Agreement) and applicable law. The Agent is\nauthorized to exercise all rights and remedies of the Secured Parties under the\nTransaction Documents, provided that, absent exigent circumstances where action\nis determined by the Agent to be necessary to protect Collateral, the Agent\nshall not proceed to enforce the Secured Parties' rights and remedies against\nthe Collateral or the Company by foreclosure, judicial action or the like\n(\"Enforcement Action\"), unless and until directed to do so by the Majority\nSecured Parties. Unless the Agent shall request further guidance or consents,\nany direction by the Majority Secured Parties to begin Enforcement Action may\nmerely state that the Agent shall begin\n\n                                       6\n\n \nenforcement, and need not specify the manner in which enforcement should\nproceed. Once the Agent receives an enforcement direction from the Majority\nSecured Parties, all decisions as to how to proceed to enforce the Secured\nParties' rights and remedies, including, without limitation, the methods and\ntiming of proceeding, may be made by the Agent in its good faith business\njudgment, with such consultation with the Secured Parties as the Agent in its\nsole discretion deems reasonable under the circumstances. In the event of one or\nmore foreclosure sales, the Agent shall have the right to bid in the claim of\neach Secured Party on behalf of each Secured Party in respect of its respective\nNote.\n\n                    (ii)  Unless consented to by all of the Secured Parties, no\nSecured Party shall, except through the Agent, collect, take possession of,\nforeclose upon, or exercise any rights or remedies with respect to the\nCollateral or the Company, judicially or non-judicially, in order to satisfy or\ncollect any Secured Obligations or attempt to do any of the foregoing.\n\n                    (iii) If the Collateral is acquired by the Agent by\nforeclosure sale or otherwise, at the option of the Agent, title may be taken in\nthe name of the Agent or in the name of a corporation affiliated with the Agent\nor other nominee designated by the Agent, in any case, for the ratable benefit\nof the Secured Parties subject to the terms of this Agreement. Although the\nAgent shall consult with the Secured Parties as to the general operation and\ndisposition of any Collateral for which title has been acquired through\nforeclosure or otherwise, the consent of the Secured Parties shall not be\nrequired for matters and decisions by the Agent relating to the management,\noperation, or repair of the Collateral so acquired.\n\n                    (iv)  The costs of repossession, sale, possession and\nmanagement (including, without limitation, any costs of holding any Collateral\nthe title to which is acquired by the Agent on behalf of the Secured Parties),\nand distribution pursuant to this Section 7 shall be an obligation of the\nCompany, and to the extent the Company does not cover such costs, shall be borne\nPro Rata by the Secured Parties until repaid by the Company. Each Secured Party\nshall reimburse the Agent for its Pro Rata share of all such costs promptly upon\ndemand. Without limiting any obligations of one Secured Party to reimburse the\nAgent as contained herein, in the event of the Company's failure to pay taxes,\nassessments, insurance premiums, claims against the Collateral or any other\namount required to be paid by the Company pursuant to any Transaction Documents,\nthe Agent may (but shall not be obligated to) advance amounts necessary to pay\nthe same, and each Secured Party agrees to reimburse the Agent promptly upon\ndemand for its Pro Rata share of any such payments, provided Agent has advanced\nsuch amounts with the approval of the Majority Secured Parties. \"Pro Rata\"\nmeans, as to any Secured Party at any time, (a) with respect to the Secured\nObligations, the percentage equivalent at such time of (i) such Secured Party's\naggregate unpaid Secured Obligation amount under the Notes, divided by (ii) the\ncombined aggregate unpaid Secured Obligation amount of all Notes of all Secured\nParties.\n\n          8.   Amendments; Waivers; Etc. No amendment or waiver of any provision\nof this Agreement, and no consent to any departure by the Company herefrom,\nshall in any event be effective unless the same shall be in writing and signed\nby Secured Parties holding at least 66-2\/3% in interest of the outstanding\nprincipal amount of the Notes, and any such amendment, waiver or consent shall\nbe binding upon all Secured Parties, provided that such waiver or consent shall\nbe effective only in the specific instance and for the specific purpose for\nwhich given. No \n\n                                       7\n\n \nfailure on the part of any of the Secured Parties to exercise, and no delay in\nexercising any right hereunder, shall operate as a waiver thereof; nor shall any\nsingle or partial exercise of any such right preclude any other or further\nexercise thereof or the exercise of any other right.\n\n          9.   Notices; Etc. All notices and other communications provided for\nhereunder shall be in writing (including telegraphic, telecopier or telex\ncommunication) and mailed, telegraphed, telecopied, telexed or delivered to, in\nthe case of the Company and the Secured Parties, addressed to it at its\nrespective address as provided in the Securities Purchase Agreement. All such\nnotices and other communications shall, when mailed, telegraphed, telecopied or\ntelexed, be effective when deposited in the mails, delivered to the telegraph\ncompany, telecopied or confirmed by telex answerback, respectively, addressed as\naforesaid. Delivery by telecopier of an executed counterpart of any amendment or\nwaiver of any provision of this Agreement or of Schedule I hereto shall be\neffective as delivery of an original executed counterpart thereof.\n\n          10.  Continuing Security Interest; Assignments under the Notes. This\nAgreement shall create a continuing security interest in the Collateral and\nshall (a) remain in full force and effect until the indefeasible payment in full\nof the Secured Obligations, (b) be binding upon the Company, its successors and\nassigns and (c) inure, together with the rights and remedies of the Secured\nParties hereunder, to the benefit of the Secured Parties and its respective\nsuccessors, transferees and assigns. Without limiting the generality of the\nforegoing clause (c), if any of the Secured Parties transfers all or any portion\nof its rights and obligations under its Note to any other Person, such other\nPerson shall thereupon become vested with all the benefits in respect thereof\ngranted to a Secured Party herein or otherwise.\n\n          11.  Release; Termination.\n\n          (a)  Upon any sale, lease, transfer or other disposition of any item\nof Collateral of the Company to any Person, such Collateral shall be\nautomatically deemed released from the rights, pledge, assignment and security\ninterest of the Secured Parties hereunder. The Secured Parties will, at the\nCompany's expense, within five (5) Business Days, execute and deliver to the\nCompany such documents as the Company shall reasonably request to evidence the\nrelease of such item of Collateral from the assignment and security interest\ngranted hereby; provided, however, that the Company shall have delivered to the\nSecured Parties a written request for release together with a form of release\nfor execution by the Secured Parties.\n\n          (b)  Upon the indefeasible payment in full of the Secured Obligations,\nthe pledge, assignment and security interest granted hereby shall terminate and\nall rights to the Collateral shall revert to the Company. Upon any such\ntermination, the Secured Parties will execute and deliver to the Company such\ndocuments as the Company shall reasonably request to evidence such termination.\n\n                                       8\n\n \n          12.  Security Interest Absolute. The rights hereunder of the Secured\nParties and the obligations hereunder of the Company, shall be not deemed\nmodified or waived by, and the Company hereby irrevocably waives (to the maximum\nextent permitted by applicable law) any defenses it may now have or may\nhereafter acquire in any way to the exercise of the rights hereunder of the\nSecured Parties resulting from, any or all of the following:\n\n               (a)  any taking, exchange, release or non-perfection of any\n     Collateral or any other collateral, or any taking, release or amendment or\n     waiver of or consent to departure from any guaranty, for all or any of the\n     Secured Obligations;\n\n               (b)  any manner of application of any Collateral or any other\n     collateral, or proceeds thereof, to all or any of the Secured Obligations,\n     or any manner of sale or other disposition of any Collateral, in each case\n     so long as the same is effected in accordance with Secured Parties' rights\n     under Section 7 hereof and the NY. Uniform Commercial Code;\n\n               (c)  any change, restructuring or termination of the corporate\n     structure or existence of the Company;\n\n               (d)  any change in the time, manner or place of payment of, or in\n     any other term of, all or any of the Secured Obligations or any other\n     obligations or any consent to any departure from the Notes, including,\n     without limitation, any increase in the Secured Obligations resulting from\n     the extension of additional credit to the Company; or\n\n               (e)  any other circumstance (including, without limitation, any\n     statute of limitations) or any existence of or reliance on any\n     representation by the Secured Parties that might otherwise constitute a\n     defense available to, or a discharge of, the Company of any security\n     interest granted hereunder.\n\n     This Agreement shall continue to be effective or be reinstated, as the case\nmay be, if at any time any payment of any of the Secured Obligations is\nrescinded or must otherwise be returned by the Secured Parties or by any other\nPerson upon the insolvency, bankruptcy or reorganization of the Company or\notherwise, all as though such payment had not been made.\n\n          13.  Execution in Counterparts. This Agreement may be executed in any\nnumber of counterparts, each of which when so executed shall be deemed to be an\noriginal and all of which taken together shall constitute one and the same\nagreement. Delivery of an executed counterpart of a signature page to this\nAgreement by telecopier shall be effective as delivery of an original executed\ncounterpart of this Agreement.\n\n          14.  Governing Law; Terms; Submission to Jurisdiction. All questions\nconcerning the construction, validity, enforcement and interpretation of this\nAgreement shall be governed by the internal laws of the State of New York,\nwithout giving effect to any choice of law or conflict of law provision or rule\n(whether of the State of New York or any other jurisdiction) that would cause\nthe application of the laws of any jurisdiction other than the State of New\nYork. Each party hereby irrevocably submits to the non-exclusive jurisdiction of\nthe state and federal courts sitting in the City of New York, borough of\nManhattan, for the adjudication of any dispute hereunder or in connection\nherewith or with any transaction\n\n                                       9\n\n \ncontemplated hereby or discussed herein, and hereby irrevocably waives, and\nagrees not to assert in any suit, action or proceeding, any claim that it is not\npersonally subject to the jurisdiction of any such court, that such suit, action\nor proceeding is brought in an inconvenient forum or that the venue of such\nsuit, action or proceeding is improper. Each party hereby irrevocably waives\npersonal service of process and consents to process being served in any such\nsuit, action or proceeding by mailing a copy thereof to such party at the\naddress for such notices to it under the Securities Purchase Agreement and\nagrees that such service shall constitute good and sufficient service of process\nand notice thereof. Such service shall be deemed effective five (5) Business\nDays after mailing. Nothing contained herein shall be deemed to limit in any way\nany right to serve process in any manner permitted by law. EACH PARTY HEREBY\nIRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY\nTRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR\nARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.\n\n                                       10\n\n \nIN WITNESS WHEREOF, the Company and the Secured Parties have caused this\nAgreement to be duly executed and delivered as of the date first above written.\n\nCOMPANY:                            SECURED PARTIES:\n\nAT HOME CORPORATION                 HFTP INVESTMENT L.L.C.\n\n                                    By:  Promethean Asset Management, L.L.C.\n                                    Its: Investment Manager\n\n\nBy:____________________________     By:____________________________________\nName:__________________________     Name:__________________________________\nTitle:_________________________     Title:_________________________________ \n \n\n                                    GAIA OFFSHORE MASTER FUND, LTD.\n \n                                    By: Promethean Asset Management L.L.C\n                                    Its: Investment Manager\n\n                                    By:____________________________________\n                                    Name:__________________________________\n                                    Title:_________________________________ \n\n \n                                    LEONARDO, L.P.\n \n                                    By:  Angelo, Gordon &amp; Co., L.P.\n                                    Its:  General Partner\n\n                                    By:____________________________________\n                                    Name:__________________________________\n                                    Title:_________________________________ \n\n\n\n                    [Signature Page to Security Agreement]\n                                                            \n\n                                       11\n\n \n                                                               Schedule I to the\n                                                              Security Agreement\n\n                             CHIEF EXECUTIVE OFFICE\n                     AND FEDERAL TAX IDENTIFICATION NUMBER\n\n                                            Federal Tax\nChief Executive Office                      Identification Number\n\nAt Home Corporation                         77-0408542\n450 Broadway Street\nRedwood City, California 94063\nTelephone: (650) 556-5000\nFacsimile: (650) 556-3430\n\n \n                                                              Schedule II to the\n                                                              Security Agreement\n\n                               UCC FILING OFFICES\n\n\nSecretary of State of State of California\n\nCounty Recorder's Office, San Mateo County\n\nSecretary of State of Delaware\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9560,9570],"class_list":["post-41290","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41290","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41290"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41290"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41290"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41290"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}