Common use of Security Interest in All Pledged Notes Receivable Clause in Contracts

Security Interest in All Pledged Notes Receivable. Lender shall have a continuing security interest in all of the Pledged Notes Receivable, including all Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable pledged to Heller or Sovereign and Lender may collect all payments made under or xx xxspect of all such Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by Lender, if at all, pursuant to Section 12.10 of the Tranche A Loan Agreement or Section 7.2(a) below. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of Lender, shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note Portfolio. By executing this Agreement, Borrower acknowledges and agrees that it is holding such Notes Receivable as bailee and agent for Lender. Borrower shall hold and designate such Notes Receivable in a manner which clearly indicates that they are being held by Borrower as bailee on behalf of Lender. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to Lender, for itself and as agent for Sovereign and Heller, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio and to the extent not previously delivered to Lender, the documents listed in Section 5.1(b) of the Tranche A Loan Agreement and with respect thereto and after such Event of Default Lender shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.3(a) hereof. To perfect the security interest of Lender in the Ineligible Note Portfolio, Borrower agrees, subject to Lender's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by Lender. Borrower also shall execute and deliver in escrow to Lender, for itself and as agent on behalf of Sovereign and Heller, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of Mortgages") and as approved by Lender, Sovereign and Heller at their sole and absolute discretion, assigning equally to Lexxxx, Heller and Sovereign all of Borrower's rights, title and interests in xxxx and all of the Mortgages relating to the Notes Receivable in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by Lender, Heller and Sovereign in order to continue the security interests of Lxxxxx, Heller and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs and agrees that upon an Event of Default, Lender, or a designee as designated by Lender, Heller and Sovereign pursuant to the terms of the Intercreditor Agreexxxx, shall have the right to automatically record, at Borrower's sole cost and expense, all such Assignments of Mortgages executed by Borrower and delivered to Lender in accordance with the terms of this Section 3.7."

Security Interest in All Pledged Notes Receivable. Borrower acknowledges and agrees that each of Lender and Additional Lenders has been and is hereby granted a security interest in all of Borrower's Notes Receivable securing the Loans of each other Lender and all related documents including, without limitation, contracts, mortgages, title insurance policies (the "Second Priority Collateral"). As consideration for Lender's agreements under this Loan Agreement and the Intercreditor Agreement, Borrower agrees that to secure the payment and performance of the Inventory Loan, the Supplemental Loan and the Receivables Loan, Borrower does hereby unconditionally and irrevocably assign, pledge and grant to Lender, (i) a second priority continuing security interest and lien in and to the right, title, and interest of Borrower in all of Borrower's Second Priority Collateral pledged to Sovereign as Primary Secured Lender (as defined in the Intercreditor Agreement), and (ii) a second priority continuing security interest and lien in and to the right, title, and interest of Borrower in all of Borrower's Second Priority Collateral pledged to Textron as Primary Secured Lender (as defined in the Intercreditor Agreement), and all proceeds, profits, extensions, additions, improvements, betterments, renewals, substitutions and replacements of the foregoing. Borrower further acknowledges and agrees that upon repayment in full of the Textron Facility and/or the Sovereign Facility, Lender's security interest in the Second Priority Collateral securing such facilities shall automatically become a first priority security interest securing the Borrower's Indebtedness under the Inventory Loan, the Supplemental Loan and the Receivables Loan, and Borrower shall take such steps as Lender may request to deliver such collateral to Lender and to confirm Lender's first priority security interest therein. Borrower and Lender acknowledge and agree that Borrower has assigned, pledged, and granted to Additional Lenders equal second priority continuing security interest and lien (subordinated in priority and interest only to Lender) in and to the right, title, and interest of Borrower in all of Borrower's Second Priority Collateral pledged to Lender as Primary Secured Lender (as defined in the Intercreditor Agreement). Notwithstanding that Lender is obligated, subject to the conditions of the Loan Documents, to make Advances only in respect of Eligible Notes Receivable pledged to Lender from and after the Closing Date hereof, Lender shall have a continuing security interest in all of the Pledged Borrower's Notes Receivable pledged to Lender, including all Financed Notes Receivable, including all ineligible Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable Second Priority Collateral pledged to Heller Textron or Sovereign Sovereign, and Lender Lender, subject to the Intercreditor Agreement, may collect all payments made under or xx xxspect in respect of all such pledged Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by Lender, if at all, pursuant to this Loan Agreement. Borrower acknowledges and agrees that, pursuant to the foregoing terms contained in this Section 12.10 and the Intercreditor Agreement, Lender shall be deemed to hold in possession as agent and on behalf of each of the Tranche A Additional Lenders all of Borrower's Second Priority Collateral pledged to Lender as Primary Secured Lender (as defined in the Intercreditor Agreement) and upon the full repayment of all Indebtedness to Lender from Borrower under the Receivables Loan, the Inventory Loan, and the Supplemental Loan Agreement (including, without limitation, all fees, expenses, and other payment obligations in addition to the outstanding balances and accrued interest under the Receivables Loan, the Inventory Loan, and the Supplemental Loan), Lender may at Borrower's sole cost and expense deliver possession to Textron and/or Sovereign, whose loans to Borrower have not been repaid in full, all of Borrower's Second Priority Collateral pledged to Lender as Primary Secured Lender. Borrower further acknowledges and agrees that, pursuant to the foregoing terms contained in this Section and the Intercreditor Agreement, each of the Additional Lenders shall be deemed to hold in possession as agent and on behalf of each of Lender and the remaining Additional Lender all of Borrower's Second Priority Collateral pledged to such Lender as Primary Secured Lender (as defined in the Intercreditor Agreement) and upon the full payment of all such Primary Secured Lender's loans to Borrower under the Textron Facility or Section 7.2(a) belowthe Sovereign Facility, as the case may be, such Primary Secured Lender may at Borrower's sole cost and expense deliver possession to Lender and the remaining Additional Lender, whose loans to Borrower have not been repaid in full, all of Borrower's Second Priority Collateral pledged to such Primary Secured Lender. Pursuant to the foregoing and notwithstanding anything stated to the contrary, Borrower further acknowledges and agrees that upon the full repayment of all Indebtedness to Lender from Borrower under the Receivables Loan, the Inventory Loan, and the Supplemental Loan (including, without limitation, all fees, expenses, and other payment obligations in addition to the outstanding balances and accrued interest under the Receivables Loan, the Inventory Loan, and the Supplemental Loan), Lender shall not be obligated to deliver possession to Borrower of the Second Priority Collateral pledged by Borrower to Lender to secure such Loans and in Lender's possession. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of Lender, occur Borrower shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note Portfolio. By executing this Except to the extent that Lender is a Primary Secured Lender (as defined in the Intercreditor Agreement) with respect to such Note Receivable, Borrower acknowledges and Lender agrees that it is holding such Notes Receivable as bailee and agent for Lender. Borrower shall hold and designate such Notes Receivable in will not file or record a manner which clearly indicates that they are being held by Borrower as bailee on behalf of Lender. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to Lender, for itself and as agent for Sovereign and Heller, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio and to the extent not previously delivered to Lender, the documents listed in Section 5.1(b) of the Tranche A Loan Agreement and financing statement with respect thereto and after such Event of Default Lender shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.3(a) hereof. To perfect the security interest of Lender in the Ineligible Note Portfolio, Borrower agrees, subject to Lender's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by Lender. Borrower also shall execute and deliver in escrow to Lender, for itself and as agent on behalf of Sovereign and Heller, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of Mortgages") and as approved by Lender, Sovereign and Heller at their sole and absolute discretion, assigning equally to Lexxxx, Heller and Sovereign all any of Borrower's rightsSecond Priority Collateral pledged to Textron, title Sovereign or Lender. Lender's security interest and interests in xxxx and all of the Mortgages relating rights with respect to the Notes Receivable Shared Collateral other than the Collateral pledged to Lender as Primary Lender (as defined in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by Lender, Heller and Sovereign in order to continue the security interests of Lxxxxx, Heller and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs and agrees that upon an Event of Default, Lender, or a designee as designated by Lender, Heller and Sovereign pursuant Intercreditor Agreement) are subject to the terms of the Intercreditor AgreexxxxAgreement. In the event of any conflict between the terms hereof and the Intercreditor Agreement regarding the Shared Collateral other than the Collateral pledged to Lender as Primary Lender (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern. Notwithstanding anything stated herein or stated in the Intercreditor Agreement, no provision contained herein or in the Intercreditor Agreement shall be construed to permit Sovereign, Textron or any lender other than Lender to interfere with Lender's rights, security interests, and remedies with respect to any Collateral pledged to Lender as Primary Lender. So long as any indebtedness or obligations from Borrower to Lender remain outstanding under the Loan Agreement or the Receivables Loan Agreement, Lender shall have the right sole and absolute discretion to automatically recordperfect, at Borrower's sole cost maintain, protect and expenseenforce its security interest, all such Assignments and exercise its remedies, sell or otherwise dispose of Mortgages executed by Borrower and delivered the Collateral pledged to Lender in accordance as Primary Lender. Lender may exercise its discretion with respect to exercising or refraining from exercising any of its rights and remedies or taking any enforcement action with respect to the terms of this Section 3.7Collateral where Lender is Primary Lender, and Borrower shall not permit Textron, Sovereign or any lender other than the Lender to take an enforcement action against the Collateral pledged to Lender as Primary Lender."

Security Interest in All Pledged Notes Receivable. Lender Notwithstanding that Lenders may be obligated, subject to the conditions of the Loan Documents, to make Advances only in respect of Eligible Notes Receivable pledged to Agent, Lenders shall have a continuing security interest in all of the Pledged Notes Receivable, including all Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable pledged to Heller or Sovereign and Lender may Agent may, on behalf of Lenders, collect all payments xxxxxxts made under or xx xxspect in respect of all such Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by LenderAgent, if at all, pursuant to Section 12.10 of the Tranche A Loan Agreement or Section 7.2(a) below. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of LenderLenders, shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note Portfolio. By executing this Agreement, Borrower acknowledges and agrees that it is holding such Notes Receivable as bailee and agent for Lenderthe Agent. Borrower shall hold and designate such Notes Receivable in a manner which clearly indicates that they are being held by Borrower as bailee on behalf of LenderAgent. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to LenderAgent, for itself and as agent for each Lender, Sovereign and Heller, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio and to the extent not previously delivered to LenderAgent, the documents listed in Section 5.1(b) of the Tranche A Loan Agreement hereof and with respect thereto and after such Event of Default Lender Agent shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.3(a2.4(b) hereof. To perfect the security interest of Lender Agent, as agent for each Lender, in the Ineligible Note Portfolio, Borrower agrees, subject to LenderAgent's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by LenderAgent. Borrower also shall execute and deliver in escrow to LenderAgent, for itself and as agent and on behalf of each Lender, Sovereign and Heller, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of MortgagesASSIGNMENT OF MORTGAGES") and as approved by LenderAgent, Sovereign and Heller at their sole and absolute discretion, assigning equally to Lexxxxeaxx xx Agent, as agent for each Lender, Heller and Sovereign Sovereign, all of Borrower's rights, title and interests in ix xxxx and all of the Mortgages relating to the Notes Receivable in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by LenderAgent, Heller and Sovereign in order to continue the security interests of LxxxxxAxxxx, Heller and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs and agrees that upon an Event of Default, LenderAgent, or a designee as designated by LenderAgent, Heller and Sovereign pursuant to the terms of the Intercreditor Agreexxxx, shall have the right to automatically record, at Borrower's sole cost and expense, all such Assignments of Mortgages executed by Borrower and delivered to Lender Agent in accordance with the terms of this Section 3.73.2."

Security Interest in All Pledged Notes Receivable. Lender shall have a continuing security interest in all of the Pledged Notes Receivable, including all Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable pledged to Heller or Sovereign and Lender may collect all payments made under or xx xxspect in respect of all such Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by Lender, if at all, pursuant to Section 12.10 of the Tranche A Loan Agreement or Section 7.2(a) below. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of Lender, shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note Portfolio. By executing this Agreement, Borrower acknowledges and agrees that it is holding such Notes Receivable as bailee and agent for Lender. Borrower shall hold and designate such Notes Receivable in a manner which that clearly indicates that they are being held by Borrower as bailee on behalf of Lender. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to Lender, for itself and as agent for Sovereign and HellerSovereign, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio Portfolio and to the extent not previously delivered to Lender, the documents listed in Section 5.1(b) of the Tranche A Loan Agreement and with respect thereto and after such Event of Default Lender shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.3(a) hereof. To perfect the security interest of Lender in the Ineligible Note Portfolio, Borrower agrees, subject to Lender's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by Lender. Borrower also shall execute and deliver in escrow to Lender, for itself and as agent on behalf of Sovereign and HellerSovereign, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of MortgagesASSIGNMENT(S) OF MORTGAGES") and as approved by Lender, Lender and Sovereign and Heller at their sole and absolute discretion, assigning equally to Lexxxx, Heller Lender and Sovereign all of Borrower's rights, title and interests in xxxx each and all of the Mortgages relating to the Notes Receivable in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by Lender, Heller Lender and Sovereign in order to continue the security interests of Lxxxxx, Heller Lender and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs acknowledges and agrees that upon an Event of Default, Lender, or a designee as designated by Lender, Heller Lender and Sovereign pursuant to the terms of the Intercreditor AgreexxxxAgreement, shall have the right to automatically record, at Borrower's sole cost and expense, all such Assignments of Mortgages executed by Borrower and delivered to Lender in accordance with the terms of this Section 3.7."