Common use of Security Interest Clause in Contracts

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentGuaranteed Obligations, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Seller Guaranty and all other Borrower Seller Obligations, the Borrower Seller hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in, in and lien upon all property and assets of the Borrower’s right, title and interest in, to and under all of the followingSeller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Pool Unsold Receivables, (ii) all Related Security with respect to such Pool Unsold Receivables, (iii) all Collections with respect to such Pool Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (viivi) all other personal and fixture property or assets of the Borrower Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security To secure the prompt payment to each Lender of the Liabilities, each Borrower grants to Agent, for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesAgent and Lenders, a continuing security interest in, in and to all of the such Borrower’s right, title Property including the following Property and interest in, to and under all in Property of the followingsuch Borrower, whether now owned or hereafter owned, existing or to be acquired or arising (collectively, the “Collateral”): and wherever located: (i) all Pool ReceivablesAccounts, (ii) all Related Security with respect to such Pool ReceivablesInventory, (iii) all Collections with respect to such Pool ReceivablesEquipment, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinGeneral Intangibles, and all certificates and tax refunds, chattel paper, instruments, if anyletters of credit, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereininvestment property, (v) the LC Collateral Account and all amounts on deposit thereinincluding, and all without limitation, stocks, bonds, interests in limited liability companies, partnership interests, securities, certificates and instrumentsof deposit, if anymutual fund shares, from time to time evidencing LC Collateral Account and amounts on deposit thereinsecurities entitlements, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and of each Borrower’s rights to any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyaccount, any free credit balance or other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under money owing by any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely securities intermediary with respect to such Receivableaccount, in all securities and commodities held by Agent or any of its Affiliates, all commodity contracts held by any Borrower and all commodity accounts held by any Borrower, documents and documents of title evidencing or issued with respect to any of the case of clause foregoing; (ii), shall ) all of such Borrower’s deposit accounts (general or special) with and credits and other claims against Agent or any Lender; (iii) all of such Borrower’s now owned or to be automatically released from the lien created herebyacquired monies, and this Agreement any and all obligations other property of such Borrower now or to be coming into the actual possession, custody or control of Agent, any Lender or any agent or affiliate of any Lender in any way or for any purpose (other than those expressly stated whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (iv) all insurance proceeds of or relating to survive such termination) any of the Administrative Agentforegoing; (v) all of such Borrower’s books and records, including without limitation customer lists, credit files, computer programs, printouts and other materials, relating to any of the Lenders foregoing; (vi) the Cash Collateral Account; and the other Credit Parties hereunder shall terminate(vii) all accessions and additions to, all without delivery substitutions for, and replacements, products and proceeds of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Receivables Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) the LC Collateral Account and all amounts on deposit therein, and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Mortgagor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all Pool Receivables, the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all Related Security with respect rents (to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes and Collection Accounts and amounts on Article 3); all inventory, accounts, cash receipts, deposit thereinaccounts, accounts receivable, contract rights, licenses, agreements, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including inventory, equipment property management and any accessions theretoleasing agreements), instruments (including promissory notesarchitects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), documents, accountsgeneral intangibles, chattel paper (whether tangible electronic or electronictangible), deposit accountsinstruments, securities accountsdocuments, securities entitlementspromissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance claims premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and proceedsspecifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all general intangibles (including all payment intangibles) (each as defined in the UCC) replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files to the extent relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of time (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i“UCC”), or and is acknowledged and agreed to be a “mortgage” under the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationUCC.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to Lender, subject to Bank of America’s priority lien, the Administrative Agent for its benefit and the ratable benefit of the Secured Partiessecured party hereunder, a continuing security interest in, in and to any and all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) ” as described below to secure payment and performance of all Pool Receivablesdebts, (ii) all Related Security with respect liabilities and obligations of Borrower to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes Lender hereunder and Collection Accounts also any and all amounts on deposit thereinother debts, liabilities and all certificates and instruments, if any, from time obligations of Borrower to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower Lender of every kind and nature description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all goods interest, other fees and expenses (including all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, equipment (c) equipment, (d) investment property, including certificated and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accountsuncertificated securities, securities accounts, securities security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, securities (I) general intangibles, including payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights software and (m) as-extracted collateral as such terms may from time to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as time be defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoingUniform Commercial Code. The Administrative Agent security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the benefit of the Secured Parties) shall have, with respect to all the Collateral, all products, proceeds and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement collections thereof and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders records and the other Credit Parties hereunder shall terminate, all without delivery of data relating thereto. Lender disclaims any instrument or performance of any act security interest in household goods in which Lxxxxx is forbidden by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationlaw from taking a security interest.

Security Interest. (a) As security To secure the prompt payment and performance of its SPV Entity Guaranty, each SPV Entity hereby pledges, mortgages, charges and assigns (by way of security) to the Administrative Agent, for the performance by the Borrower of all the terms, covenants and agreements on the part benefit of the Borrower to be performed under this Agreement or any Purchasers and the other Transaction DocumentSecured Parties, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest inin and lien upon, all of the Borrower’s rightundertaking, title property and interest in, to and under all assets of the followingsuch SPV Entity, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Pledged Collateral”): (i) all Pool Unsold Receivables, (ii) all Related Security with respect to such Pool Unsold Receivables, (iii) all Collections with respect to such Pool Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower such SPV Entity under the applicable Purchase and Sale Agreement, ; (viivi) all other personal and fixture property or assets of the Borrower such SPV Entity of every kind and nature including, without limitationin any event, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, documents of title, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all intangibles and general intangibles (including all payment intangibles) (each as defined in the UCCUCC or the PPSA, as applicable) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Borrower Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest inin and lien upon, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Receivables Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) ), and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. Subject only to the Omega Security Interests and the Aviv Lessor Security Interests (a) As the priorities with respect to each of which shall be as set forth in the Intercreditor Agreements), as security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including Liabilities and the punctual payment Affiliate Term Loan Liabilities when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor declared due, the each Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent (for its benefit and the ratable benefit of the Secured PartiesLenders, Issuing Lenders and Administrative Agent) a continuing security interest in, in and to all of the such Borrower’s right, title and interest in, in and to the following property and under all of the followinginterests in property, whether now owned or existing or hereafter owned, existing arising or arising acquired, and wheresoever located (collectively, the “Collateral”): (ia) all Pool Receivablesof Borrower’s Accounts, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods Health-Care-Insurance Receivables (including inventory, equipment and any accessions theretoas defined in the Code), instruments (including promissory contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes), letters of credit, bills of lading, warehouse receipts, shipping documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter documents and documents of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedstitle, and all general intangibles (including all payment intangibles) of the Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, Software, Supporting Obligations and Payment Intangibles (each as defined in the UCC) and Code); (viiib) all proceeds ofof Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and all amounts received or receivable under any or all ofcredits and other claims against, the foregoing. The Lender, or any other financial institution with which the Borrower maintains deposits; (c) all of the Borrower’s monies, and any and all other property and interests in property of the Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Financial Assets, Chattel Paper and Documents (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of Administrative Agent or any Lender or any agent or affiliate thereof in any way or for any purpose (whether for the benefit safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent’s and each Lender’s rights of setoff (which the Borrower acknowledges), the Lenders and the other Credit Parties hereunder shall terminate, all without delivery balance of any instrument account or performance of any act amount that may be owing from time to time by Administrative Agent or any party, and all rights to the Collateral shall revert Lender to the Borrower; (d) all insurance proceeds of or relating to any of the foregoing property and interests in property, and all insurance proceeds relating to any key man life insurance policy covering the life of any officer or employee of Borrower; (e) all proceeds and profits derived from the operation of the Borrower’s business (including, without limitation, the proceeds of Government Accounts); (f) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the foregoing and to the Borrower’s business; and (g) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any of the foregoing. Administrative Agent acknowledges that it will not have control over or right of setoff against the Government Blocked Account solely to the extent such control or right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that promptly following written request therefor by the as soon as any such prohibition or restriction lapses or is legally removed Borrower delivered shall immediately take such all actions as are reasonably necessary to the provide Administrative Agent following any with control over and/or the right of setoff against such termination, and Government Blocked Account (at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination’s cost).

Security Interest. (a) As security for the prompt and complete payment and performance of all of the Liabilities when due or declared due in accordance with the terms hereof, each Borrower hereby grants, pledges, conveys and transfers to the Lender (in addition to the security interests, assignments and mortgages on the Real Property as contemplated by the Borrower Deeds of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit Trust and the ratable benefit of the Secured Parties, other Financing Agreements) a continuing security interest inin and to any and all assets and personal property of such Borrower, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following (all of which property, along with the Borrower’s rightproducts and proceeds therefrom, title are individually and interest in, collectively referred to and under all of the following, whether now or hereafter owned, existing or arising (collectively, as the “Collateral”): (ia) all Pool Receivablesof such Borrower’s accounts receivable, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment Accounts and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) Health-Care-Insurance Receivables (each as defined in the UCC) and Code), (viiib) all proceeds ofof such Borrower’s General Intangibles, including, without limitation General Intangibles related to accounts receivable and money; (c) all of such Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, the Lender, or any other financial institution with which such Borrower maintains deposits; (d) all of such Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, bills of lading, warehouse receipts, shipping documents, contracts, tax refunds, documents and documents of title, and all amounts received of such Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of such Borrower’s Inventory and Equipment (each as defined in the Code) and motor vehicles and trucks; (f) all of such Borrower’s monies, and any and all other property and interests in property of such Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or receivable under any hereafter coming into the actual possession, custody or all of, the foregoing. The Administrative Agent (for the benefit control of the Secured Parties) shall haveLender or any agent or Affiliate of the Lender in any way or for any purpose (whether for safekeeping, with respect to all the Collateraldeposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Lender’s rights of setoff, the balance of any account or any amount that may be owing from time to time by the Lender to such Borrower; (g) all the other rights and remedies available insurance proceeds of or relating to the Administrative Agent (for the benefit any of the Secured Parties)foregoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of such Borrower; (h) all proceeds and profits derived from the rights and remedies operation of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “such Borrower’s business; (i) all of the debtor’s other assets and personal property or assets” or words to that effect, notwithstanding that of such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of Borrower; (ij) the Final Payout Date or Sinking Fund Account and the funds relating thereto; (iik) all of such Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the repurchase foregoing and to such Borrower’s business; (k) all cash of such Borrower; and (l) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a valid, continuing and perfected first priority security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the each Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) in the repurchase event the Purchase Price of any a Receivable as set forth in has been reduced to zero and the credit for such reduction has been applied pursuant to Section 3.3(a) 3.3 of the either Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security Rights solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute (if applicable) and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for To secure the due payment and performance by the Borrower Grantor of all indebtedness and other liabilities and obligations of Grantor to Secured Party under, arising out of or in any way connected with the termsPurchase Agreement, covenants and agreements on the part of Debentures, the Borrower to be performed under this Agreement or any other Transaction DocumentGuarantee, including the punctual payment when due of Ancillary Agreements (as defined in the Aggregate Capital and all Interest in respect of the Loans Purchase Agreement) and all other Borrower agreements, instruments and documents executed by Grantor and delivered in connection therewith or otherwise (all hereinafter referred to collectively as the “Obligations”), the Borrower Grantor hereby grants to the Administrative Agent for its benefit Secured Party and the ratable benefit of the pledges, hypothecates, transfers and sets over to Secured PartiesParty, a continuing lien on and security interest in, in and to and pledge of all of the Borrower’s rightfollowing properties, title assets and interest inrights of Grantor, to and under all of the followingwherever located, whether now owned or hereafter owned, existing acquired or arising and all proceeds and products thereof (collectively, all being hereinafter collectively referred to as the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes personal property and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none fixtures of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower Grantor of every kind and nature nature, including, without limitation all goods (including, without limitation, all goods (including inventory, equipment and any accessions and additions thereto), instruments (including including, without limitation, all promissory notes), documents, accountsdocuments of title, accounts (including, without limitation, all health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights (whether or not the letter of credit rightsis evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, money, all patents, trademarks and other intellectual property, licenses, all intangibles (including, without limitation, all payment intangibles), all insurance claims and proceedsclaims, crops, and all general intangibles (including proceeds of the foregoing. Grantor hereby assigns to Secured Party as further security for the payment and performance of all payment intangibles) (each as of the Obligations, all its right, title and interest in and to all of Grantor’s securities, property, cash, cash accounts, remittances and deposits now or hereafter in the possession of or on deposit at or in Secured Party. All terms used in this Agreement which are defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and Uniform Commercial Code as in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, effect in the case State of clause New York (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii“Uniform Commercial Code”), shall be automatically released from have the lien created herebymeaning given to such term therein and if not defined in the Uniform Commercial Code but defined in the Personal Property Security Act (British Columbia) (“PPSA”), and this Agreement and all obligations (other than those expressly stated shall have the meaning given to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationterm therein.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Agreements and (viiivi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase Sale and Sale Contribution Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for To secure the due payment and performance by the Borrower Grantor of all indebtedness and other liabilities and obligations of Grantor to Secured Party under, arising out of or in any way connected with the termsPurchase Agreement, covenants and agreements on the part of Debenture, the Borrower to be performed under this Agreement or any other Transaction Document, including Ancillary Agreements (as defined in the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Purchase Agreement) and all other Borrower agreements, instruments and documents executed by Grantor and delivered in connection therewith or otherwise (all hereinafter referred to collectively as the “Obligations”), the Borrower Grantor hereby grants to the Administrative Agent for its benefit Secured Party and the ratable benefit of the pledges, hypothecates, transfers and sets over to Secured PartiesParty, a continuing lien on and security interest in, in and to and pledge of all of the Borrower’s rightfollowing properties, title assets and interest inrights of Grantor, to and under all of the followingwherever located, whether now owned or hereafter owned, existing acquired or arising and all proceeds and products thereof (collectively, all being hereinafter collectively referred to as the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes personal property and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none fixtures of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower Grantor of every kind and nature nature, including, without limitation all goods (including, without limitation, all goods (including inventory, equipment and any accessions and additions thereto), instruments (including including, without limitation, all promissory notes), documents, accountsaccounts (including, without limitation, all health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights (whether or not the letter of credit rightsis evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims all patents, trademarks and proceedsother intellectual property, and all general intangibles (including including, without limitation, all payment intangibles) (each ), all insurance claims, and all proceeds of the foregoing. Grantor hereby assigns to Secured Party as further security for the payment and performance of all of the Obligations, all its right, title and interest in and to all of Grantor’s securities, property, cash, cash accounts, remittances and deposits now or hereafter in the possession of or on deposit at or in Secured Party. All terms used in this Agreement which are defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and Uniform Commercial Code as in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, effect in the case State of clause New York (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii“Uniform Commercial Code”), shall be automatically released from have the lien created hereby, and this Agreement and all obligations (other than those expressly stated meaning given to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationterm therein.

Security Interest. (a) As security for the performance by the Borrower Borrowers of all the terms, covenants and agreements on the part of the each Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the each Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the such Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the such Borrower under the related Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the such Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under Notwithstanding any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as provision set forth in Section 3.3(a) of this Agreement to the Purchase and Sale Agreement, the Collateralcontrary, in no event shall the case of clause (i), or the applicable Receivable and term “Collateral” include any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationAffiliate Receivables.

Security Interest. (a) As security for To secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby Debtor grants the Secured Party a security interest (the “Security Interest”) in, and assigns to the Administrative Agent for its benefit and Secured Party, the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising following property (collectively, called the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) All inventory of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinDebtor, and all certificates and instruments, if any, from time to time evidencing returns of such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit thereininventory, and all certificates warehouse receipts, bills of lading and other documents of title covering such inventory, whether now existing or hereafter arising, whether now owned or hereafter acquired; All equipment of the Debtor, including but not limited to all accessions, accessories, attachments, fittings, increases, parts, repairs, returns, renewals and substitutions of all or any part thereof, and all warehouse receipts, bills of lading and other documents covering such equipment, whether now existing or hereafter arising, whether now owned or hereafter acquired; All accounts (including but not limited to all health-care-insurance receivables), instruments, if anychattel paper, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlementsinvestment property, letter of credit rights, commercial tort claimsletters of credit, securities other rights to payment, documents, deposit accounts, money, patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names, other names, software, payment intangibles, and other general intangibles of the Debtor, together with all good will related to the foregoing property and all rights, liens, security interests and other interests which the Debtor may at any time have by law or agreement against any account debtor, issuer or obligor obligated to make any such payment or against any of the property of such account debtor, issuer, or obligor, and all supporting obligations relating to the foregoing, whether now existing or hereafter arising, whether now owned or hereafter acquired; All other assets of the Debtor, not described above; and All products and proceeds of the foregoing property, including without limitation all accounts, instruments, chattel paper, investment property, supporting obligationsletter of credit rights, letters of credit, other rights to payment, documents, deposit accounts, money, any other contract rights or rights insurance proceeds and general intangibles related to the payment of money, insurance claims and proceedsforegoing property, and all general intangibles (including refunds of insurance premiums due or to become due under all payment intangibles) (each as defined in insurance policies covering the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing property.

Security Interest. All of the Borrowers' Obligations constitute one (a1) As security for the performance loan secured by the Borrower of all the terms, covenants and agreements Agent's Liens on the part Collateral now or from time to time hereafter granted by any Borrower to the Agent. To secure timely payment and performance in full of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the each Borrower hereby sells, assigns, conveys, mortgages, pledges, hypothecates and transfers and hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Secured PartiesLenders, a right of setoff against and a continuing security interest in, Lien upon all of the such Borrower’s 's right, title and interest in, in and to the following property and under all of the followinginterests in property, whether now owned or hereafter owned, existing or arising (collectively, the “Collateral”): acquired by such Borrower and wheresoever located: (i) all Pool Receivables, Accounts; (ii) all Related Security with respect to such Pool Receivables, General Intangibles; (iii) all Collections with respect to such Pool Receivables, Fixtures; (iv) the Lock-Boxes Inventory; (v) Equipment; (vi) Intellectual Property; (vii) Investment Property; (viii) all of such Borrower's deposit accounts (general or special) with any financial institution with which such Borrower maintains deposits; (ix) all of such Borrower's now owned or hereafter acquired monies, and Collection Accounts any and all amounts on deposit thereinother property and interests in property of such Borrower now or hereafter coming into the actual possession, custody or control of the Agent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (x) Documents, Instruments and Chattel Paper of such Borrower; (xi) all insurance policies relating to any of the foregoing, including without limitation business interruption insurance; (xii) all of such Borrower's books and records relating to any of the foregoing; (xiii) all accessions and additions to, substitutions for, and replacements of any of the foregoing; and (xiv) all cash collections from, and all certificates other cash and instrumentsnon-cash proceeds of, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none any of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature foregoing including, without limitation, all goods (including inventory, equipment proceeds of and unearned premiums with respect to insurance policies insuring any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities the Collateral and all other investment property, supporting obligations, money, claims against any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds Person for loss of, and all amounts received damage to, or receivable under destruction of, any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to any Credit Party, Borrower Indemnified Party and/or Affected Person to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementAgreements, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security Each Borrower hereby assigns and pledges to the Administrative Agent, for the performance by the Borrower of all the terms, covenants and agreements on the part ratable benefit of the Borrower to be performed under this Agreement or any other Transaction DocumentLenders, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Secured PartiesLenders, a continuing first priority security interest in, in all of the such Borrower’s right, title and interest inin and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), to whether now owned or hereafter acquired by such Borrower, including all proceeds of any and under all of the following, whether now foregoing or hereafter owned, existing or arising hereinafter-described Collateral (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all goods policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (including inventorywhether or not the Administrative Agent is the loss payee thereof, equipment and any accessions theretofor the ratable benefit of the Lenders), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter any indemnity warranty or guaranty payable by reason of credit rights, commercial tort claims, securities loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all other investment propertybooks of account and records, supporting obligations, money, any other contract rights or rights to including all computer software relating thereto. This Agreement secures the payment of moneyall Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, insurance claims and proceeds, and all general intangibles (including all this Agreement secures the payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and of all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit that constitute part of the Secured Parties) shall have, with respect to all the Collateral, Obligations and in addition to all the other rights and remedies available would be owed by each Borrower to the Administrative Agent (and any of the Lenders but for the benefit fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Secured Parties), all Loans or any of the rights and remedies obligations of a secured party the Borrowers under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property Loan Documents, (ii) no Borrower or assets” Subsidiary shall be required to pledge, directly or words indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon any Excluded Collateral prior to the occurrence of (i) the Final Payout Date or (ii) the repurchase an Event of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationDefault.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Agreement and (viiivi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by payment or performance, as the Borrower of all the termscase may be, covenants and agreements on the part in full of the Borrower to be performed under this Agreement or any other Transaction DocumentSecured Obligations, including the punctual payment when due Guaranteed Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Aggregate Capital Secured Parties, and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent Collateral Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the Borrowerfollowing assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): all Accounts; all Chattel Paper; all Documents; all Equipment; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all books and records pertaining to the Article 9 Collateral; all Fixtures; all Letters of Credit and Letter-of-Credit Rights; all Intellectual Property; all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); all cash and Cash Equivalents; all Deposit Accounts, Securities Accounts and Commodities Accounts; all agreements, including, without limitation, each and all of the Tax Equity Transaction Documents and all agreements or documents now existing or hereafter entered into by such Grantor relating to the acquisition, development, construction, supply, operation, maintenance or use and occupancy of any Project, including without limitation, all other instruments, agreements and documents executed and delivered with respect to such agreements, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof (the agreements described in this clause (xvii), collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor (x) to receive moneys due and to become due under or pursuant to the Assigned Agreements, to compel performance and otherwise to exercise all remedies thereunder, including, without limitation, all rights to make determinations, to exercise any election or option contained in such agreements (including, but not limited to, termination thereof), to give or receive any notice or consent, to demand and receive any property which is the subject of any of the Assigned Agreements, to file any claims and generally to take any action which (in the opinion of the Collateral Agent) may be necessary or advisable in connection with any of the foregoing; (y) to receive the proceeds of any claim for damages arising out of or for breach of any Assigned Agreement and proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements; and (z) to all of such Grantor’s right, title and interest in, to and under the Assigned Agreements; and to the extent not otherwise included, all Proceeds and products of any and all of the followingforegoing and all supporting obligations, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a collateral assignment of or a grant of a security interest in any Excluded Asset (but only for so long as any such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinassets remain Excluded Assets, and all certificates if and instrumentswhen any asset shall cease to be an Excluded Asset, if any, from time to time evidencing a Lien on and security interest in such Lock-Boxes and Collection Accounts and amounts on deposit asset shall be deemed granted therein, (v) ). Each Grantor hereby irrevocably authorizes the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to all the Collateral, Article 9 Collateral or any part thereof and in addition to all amendments thereto that (i) indicate the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby Article 9 Collateral as “all of the debtor’s personal property or assets” or “all personal property” of such Grantor or words to that effect, notwithstanding that such wording may be broader in of similar effect as being of an equal or lesser scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or with greater detail and (ii) contain the repurchase information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreementfinancing statement or amendment, including whether such Grantor is an organization, the Collateraltype of organization and, in the case of clause (i)if required, or the applicable Receivable and any Related Security solely with respect organizational identification number issued to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated Grantor. Each Grantor agrees to survive provide such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights information to the Collateral shall revert to the Borrower; provided, however, that Agent promptly following written request therefor by the Borrower delivered to the Administrative Agent following upon any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationreasonable request.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital principal amount of the Loans and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Borrower Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and the Borrower Collection Accounts and amounts on deposit therein, (v) the LC Collateral Interest Reserve Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral the Interest Reserve Account and amounts on deposit therein, (vi) all Collections on deposit with respect to Pool Receivables in any Originator Collection Account, and all certificates and instruments, if any, from time to time evidencing such Collections on deposit therein, (vii) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementAgreements, (viiviii) all other personal and fixture property or assets of the Borrower of every kind and nature includingnature, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiiix) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Receivables Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) ), and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) 4.1. As security for the performance by the Borrower prompt performance, observance and payment in full of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower we hereby grants grant to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, you a continuing security interest in, a lien upon and a right of setoff against, and we hereby assign, transfer, pledge and set over to you the following (which together with any of our other property in which you may at any time have a security interest or lien, whether pursuant to this Agreement or any supplement hereto, or otherwise, are herein collectively referred to as the "Collateral"): All present and future (a) accounts; (b) moneys, securities and other property and the proceeds thereof, now or hereafter held or received by, or in transit to you from or for us, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of our deposits (general or special), balances, sums and credits with you at any time existing; (c) all of our right, title and interest, and all of our rights, remedies, security and liens, in, to and in respect of the Borrower’s Accounts and other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with respect to the Accounts, deposits or other security for the obligation of any Account Debtor, and credit and other insurance; (d) all of our right, title and interest in, to and under in respect of all of the followinggoods relating to, whether now or hereafter ownedwhich by sale have resulted in, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes)described in invoices, documents, accountscontracts or instruments with respect to, chattel paper or otherwise representing or evidencing, any Accounts or other Collateral, including, without limitation, all returned, reclaimed or repossessed goods; (whether tangible or electronic), e) all deposit accounts; (f) all books, securities accountsrecords, securities entitlementsledger cards, letter of credit rightscomputer programs, commercial tort claimsand other property and general intangibles evidencing or relating to the Accounts and any other Collateral or any Account Debtor, securities and together with the file cabinets or containers in which the foregoing are stored ("Records"); (g) all other investment propertygeneral intangibles of every kind and description, supporting obligationsincluding, moneywithout limitation, any other contract rights or rights to the payment of money, insurance claims trade names and proceedstrademarks, and the goodwill of the business symbolized thereby, patents, copyrights, licensee and Federal, State and local tax refund claims of all general intangibles (including all payment intangibles) (each as defined in the UCC) kinds; and (viiih) all proceeds ofof the foregoing, and all amounts received in any form, including, without limitation, any claims against third parties for loss or receivable under damage to or destruction of any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool ReceivablesScooters, (ii) all Related Security with respect to such Pool Receivables[reserved], (iii) all Collections with respect to such Pool ReceivablesCollections, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral the Collection Account and amounts on deposit therein, (viv) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementTransaction Agreements, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) ), and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants grants and agreements on the part assigns to Lender as of the Borrower to be performed under this Agreement or any other Transaction Document, including ----------------- Effective Date (as defined in the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Loan Agreement) a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Borrower now or at any time hereafter owned, existing or arising has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in progress, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all Pool Receivables, the real property described on Exhibit A to the Deed of Trust or (ii) the improvements described in the Loan Agreement (which real property and improvements are collectively referred to herein as the Subject Property); together with all Related Security with respect to such Pool Receivablesrents, (iii) all Collections with respect to such Pool Receivablesissues, (iv) the Lock-Boxes deposits and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none profits of the obligations) of the Borrower under the Purchase and Sale AgreementSubject Property; all inventory, accounts, cash receipts, deposit accounts (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventorydemand deposit account no. 180206050 in the name of Willows Concord General Checking of the First Interstate Bank, equipment 0000 Xxxxx Xxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 000000 established pursuant to the Loan Agreement and any accessions thereto)demand deposit account no. 9364452404 of Fleet Bank, instruments (including promissory notes)Boston, Massachusetts; accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, accountsnotes, chattel paper (whether tangible or electronic)drafts, deposit accountsletters of credit, securities accountsinsurance policies, securities entitlements, letter of credit rights, commercial tort claims, securities insurance and all other investment property, supporting obligations, moneycondemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Subject Property or any business now or hereafter conducted thereon by Borrower; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Borrower with respect to the Subject Property; all advance payments of insurance claims premiums made by Borrower with respect to the Subject Property; all plans, drawings and proceedsspecifications relating to the Subject Property; all loan funds held by Lender, whether or not disbursed; all funds deposited with Lender pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all general intangibles (including all payment intangibles) (each as defined in the UCC) replacements and (viii) all proceeds of, and all amounts received or receivable under additions and accessions to, any or all of, of the foregoing. The Administrative Agent (for the benefit ; together with all books, records and files relating to any of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As Grantor grants and assigns to Lender a security for the interest to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, all of the Borrowerin Grantor’s right, title and interest in, in and to and under all of the following, whether following described personal property in which Grantor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes the Absolute Assignment of Rents and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and Leases); all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsimpounds, securities entitlementsaccounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Grantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 obtained from, any governmental entity with respect to the ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Property; all advance payments of insurance claims premiums made by Grantor with respect to the Property; all plans, drawings and proceedsspecifications relating to the Property; all loan funds held by Lender, whether or not disbursed; all funds deposited with Lender pursuant to any Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all general intangibles (including all payment intangibles) (each “Impounds” as defined in the UCC) herein; together with all replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing, and all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above-described personal property property, this Deed of Trust is acknowledged and agreed to be a security agreement under the Virginia Uniform Commercial Code, as amended or assets” or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than time (the collateral described in this Agreement“UCC”). Immediately upon For purposes of the occurrence of foregoing (i) Grantor is the Final Payout Date or “debtor” and its address is as set forth on Page 1 of this Deed of Trust, (ii) the repurchase of any Receivable Lender is the “secured party” and its address is as set forth in Section 3.3(aon Page 1 of this Deed of Trust and (iii) the name of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) record owner of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationProperty is Grantor.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, ; (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Yield and all other Borrower Seller Obligations, the Borrower Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the BorrowerSeller’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “CollateralSupport Assets”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower Seller of every kind and nature includingnature, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the CollateralSupport Assets, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Support Assets shall be automatically released from the lien Lien created hereby, and this Agreement and all rights and obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders Purchasers and the other Credit Purchaser Parties and Secured Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral Support Assets shall revert to the BorrowerSeller; provided, however, that promptly following written request therefor by the Borrower Seller delivered to the Administrative Agent following any such termination, and at the expense of the BorrowerSeller, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) Seller UCC-3 termination statements and such other documents as the Borrower Seller shall reasonably request to evidence such termination. For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 5.05 shall be in addition to, and shall not be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or liabilities of any party under this Section 5.05.

Security Interest. (a) As security for To secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentObligations when due, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Silicon a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of in the following, whether now owned or hereafter ownedacquired, existing or arising (collectivelyand wherever located: All Inventory, the “Collateral”): (i) all Pool Equipment, Receivables, (ii) all Related Security with respect to such Pool Receivablesand General Intangibles, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedsBorrower’s Deposit Accounts, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds ofmoney, and all amounts received property now or receivable under at any or all of, time in the foregoing. The Administrative Agent future in Silicon’s possession (for the benefit of the Secured Parties) shall have, with respect to all the Collateralincluding claims and credit balances), and in addition to all the other rights proceeds (including proceeds of any insurance policies, proceeds of proceeds and remedies available to the Administrative Agent (for the benefit of the Secured Partiesclaims against third parties), all products and all books and records related to any of the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “foregoing (all of the debtorforegoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). Notwithstanding the foregoing, provided that (a) no Default or Event of Default has occurred and is continuing, (b) Borrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the “IPO”), (c) immediately following the conclusion of the IPO Borrower has minimum cash (or cash equivalents acceptable to Silicon) liquidity maintained at Silicon of not less than $5,000,000 and (d) Borrower executes and delivers to Silicon, on Silicon’s personal property standard form, a Negative Pledge Agreement regarding the Borrower’s Intellectual Property, Silicon agrees to release its liens on and security interests in all of Borrower’s Intellectual Property. Also notwithstanding the foregoing, the term “Collateral” does not include any license agreements or assets” contract rights (under which Borrower is the licensee, lessee or words other similarly situated party) to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of extent (i) the Final Payout Date granting of a security interest in it would be contrary to applicable law, or (ii) that such rights are nonassignable by their terms (but only to the repurchase of any Receivable as set forth in extent such prohibition is enforceable under applicable law, including, without limitation, Section 3.3(a9318(4) of the Purchase and Sale AgreementCalifornia Uniform Commercial Code) without the consent of the licensor or other party (but only to the extent such consent has not been obtained); nevertheless, the Collateral, in the case foregoing grant of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), security interest shall be automatically released from the lien created herebyextend to, and this Agreement the term “Collateral” shall include, any and all obligations (other than those expressly stated to survive proceeds of such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument license agreements or performance of any act by any party, and all contract rights to the Collateral shall revert to extent that the Borrower; providedassignment or encumbering of such proceeds is not so restricted (including, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrowerwithout limitation, the Administrative Agent shall deliver to the Borrower written authorization proceeds of such license agreements or contract rights for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationwhich any required consent has been obtained).

Security Interest. (a) As security for To secure the performance by timely repayment of the Borrower of principal of, and interest on, the Advances, and all the terms, covenants and agreements on the part other Obligations of the Borrower to be performed any Secured Party, including, without limitation, the Aggregate Contingent Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under this Agreement or any other Transaction Document, including the punctual payment when whether now or hereinafter existing or arising, due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor to become due, direct or indirect, the Borrower hereby pledges and grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Secured Parties, a continuing continuing, first priority security interest in, and assignment of, all of the Borrower’s rightrights, title titles and interest interests in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) arising: all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none assets of the obligations) Borrower, including but not limited to all right, title and interest of the Borrower under in the Purchase Pledged Policies (unless and Sale until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, (vii) all notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other personal and fixture property or assets account of the Borrower of every kind (excluding only the Borrower Account); reserve accounts; escrow agreements and nature includingrelated books and records; the rights under any purchase agreements relating to such Policies; all data, without limitationdocuments and instruments contained in the Collateral Packages; and such other assets, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)intangible, deposit accountsreal or personal, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes reasonably may be required by the Administrative Agent to file financing statements describing as fully secure any Advances contemplated herein. All of the collateral covered thereby rights and assets described in the previous sentence are herein referred to collectively as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower”; provided, however, that promptly following written request therefor by this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Borrower delivered to the Administrative Agent following Advances under any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationTransaction Document.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Contribution Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment Liabilities when due of or declared due in accordance with the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsterms hereof, the each Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent Agent, (for its benefit and the ratable benefit of Lenders, Agent and, as applicable, Lenders’ Affiliates) (in addition to the Secured Partiessecurity interests, assignments and mortgages on the Real Property as contemplated by the Mortgages and the other Financing Agreements) a continuing security interest inin and to any and all assets and personal property of such Borrower, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following (all of which property, along with the Borrower’s rightproducts and proceeds therefrom, title are individually and interest in, collectively referred to and under all of the following, whether now or hereafter owned, existing or arising (collectively, as the “Collateral”): (ia) all Pool Receivablesof such Borrower’s accounts receivable, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment Accounts and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) Health-Care-Insurance Receivables (each as defined in the UCC) and Code), (viiib) all proceeds ofof such Borrower’s General Intangibles, including, without limitation General Intangibles related to accounts receivable and money; (c) all of such Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, any Lender, or any other financial institution with which such Borrower maintains deposits; (d) all of such Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, bills of lading, warehouse receipts, shipping documents, contracts, tax refunds, documents and documents of title, and all amounts received of such Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of such Borrower’s Inventory and Equipment (each as defined in the Code) and motor vehicles and trucks; (f) all of such Borrower’s monies, and any and all other property and interests in property of such Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or receivable under any hereafter coming into the actual possession, custody or all of, the foregoing. The Administrative Agent (for the benefit control of the Secured Parties) shall haveAgent or any agent or Affiliate of the Agent in any way or for any purpose (whether for safekeeping, with respect to all the Collateraldeposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Agent’s rights of setoff, the balance of any account or any amount that may be owing from time to time by the Agent to such Borrower; (g) all the other rights and remedies available insurance proceeds of or relating to the Administrative Agent (for the benefit any of the Secured Parties)foregoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of such Borrower; (h) all proceeds and profits derived from the rights and remedies operation of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “such Borrower’s business; (i) all of the debtor’s other assets and personal property or assets” or words to that effect, notwithstanding that of such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of Borrower; (ij) the Final Payout Date or Lease Deposit Accounts, the Cash Loan Guaranty Fund and, in each case, the funds relating thereto; (iik) all of such Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the repurchase foregoing and to such Borrower’s business; (k) all cash of such Borrower; and (l) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for To secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby Debtor grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Party a continuing security interest (the “Security Interest”) in, all of and assigns to Secured Party, the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising following property (collectively, called the “Collateral”): (i) All equipment of Debtor, together with all Pool Receivablesaccessions, (ii) accessories, attachments, fittings, increases, parts, repairs, returns, renewals and substitutions of all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinor any part thereof, and all certificates warehouse receipts, bills of lading and instrumentsother documents covering such equipment, if anywhether now existing or hereafter arising, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinwhether now owned or hereafter acquired; All accounts, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, including without limitation, all goods (including inventoryinstruments, equipment and any accessions thereto)chattel paper, instruments (including promissory notes)investment property, letter-of-credit rights, letters of credits, other rights to payment, documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities money, payment intangibles, and other general rights, liens, security interests and other interests which Debtor may at any time have by law or agreement against any account debtor, issuer or obligor obligated to make any such payment or against any of the property of such account debtor, issuer, or obligor, and all other supporting obligations relating to the foregoing, whether now existing or hereafter arising, whether now owned or hereafter acquired; and All products and proceeds of the foregoing property, including without limitation all accounts, securities entitlementsinstruments, letter of chattel paper, investment property, letter-of-credit rights, commercial tort claimsletters of credit, securities and all other investment propertyrights to payment, supporting obligationsdocuments, deposit accounts, money, any other contract rights or rights insurance proceeds and general intangibles related to the payment of money, insurance claims and proceedsforegoing property, and all general intangibles (including refunds of insurance premiums due or to become due under all payment intangibles) (each as defined in insurance policies covering the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing property.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to Lender, the Administrative Agent for its benefit and the ratable benefit of the Secured Partiessecured party hereunder, a continuing security interest in, all of the Borrower’s right, title in and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts any and all amounts on deposit therein"Collateral" as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all certificates other debts, liabilities and instruments, if any, from time obligations of Borrower to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower Lender of every kind and nature description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all goods interest, other fees and expenses (including all hereinafter called "Obligations"). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, equipment (c) equipment, (d) investment property, including certificated and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accountsuncertificated securities, securities accounts, securities security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, securities (I) general intangibles, including payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights software and (m) as-extracted collateral as such terms may from time to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as time be defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoingUniform Commercial Code. The Administrative Agent security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the benefit of the Secured Parties) shall have, with respect to all the Collateral, all products, proceeds and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement collections thereof and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders records and the other Credit Parties hereunder shall terminate, all without delivery of data relating thereto. Lender disclaims any instrument or performance of any act security interest in household goods in which Lender is forbidden by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationlaw from taking a security interest.

Security Interest. (a) As security for the payment and performance by the Borrower of all Obligations (including without limitation the termsLoans, covenants other advances and agreements Letters of Credit), the Agent, as agent for and on the part behalf of the Borrower to be performed under this Agreement or any other Transaction DocumentLenders, including the punctual payment when due shall have and each of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Borrowers hereby grants to the Administrative Agent Agent, as agent for its benefit and the ratable benefit on behalf of the Secured PartiesLenders, a continuing security interest in, in all personal property and fixtures of the Borrower’s rightBorrowers of every kind and description, title and interest in, to and under all of the followingtangible or intangible, whether now or hereafter ownedexisting, existing whether now owned or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinhereafter acquired, and wherever located, including, but not limited to the following: all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none Inventory of the obligations) Borrowers; all furniture, fixtures and similar property of the Borrower under Borrowers; all Machinery and Equipment of the Purchase and Sale Agreement, (vii) Borrowers; all accounts of the Borrowers; all contract rights of the Borrowers; all other personal and fixture property or assets rights of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights Borrowers to the payment of money, insurance claims and proceedsincluding without limitation amounts due from Affiliates, tax refunds, and insurance proceeds; all interest of the Borrowers in goods as to which an Account shall have arisen; all files, records (including without limitation computer programs, tapes and related electronic data processing software) and writings of the Borrowers or in which any of the Borrowers has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by any of the Borrowers or in which any of the Borrowers has an interest which are now or may hereafter be in the possession of the Agent or any of the Lenders or as to which the Agent or any of the Lenders may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Borrower (including without limitation all payment intangibles) (each as defined patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks and copyrights of any Person; and any rights of the Borrowers to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 6.1); any other property of the Borrowers, real or personal, tangible or intangible, in which the Agent or any of the Lenders now has or hereafter acquires a security interest or which is now or may hereafter be in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit possession of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit or any of the Secured Parties)Lenders; any sums at any time credited by or due from the Agent or any of the Lenders to any of the Borrowers, all the rights including deposits; and remedies proceeds and products of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent and accessions to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed Company’s responsibilities under this Agreement or any other Transaction DocumentIndenture for the Notes, including for the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesTrustee on behalf of the Holders, a continuing security interest in, in and to all of the Borrower’s its right, title and interest in, to and under all of the followinginterest, whether now or hereafter owned, existing or arising acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”): (i) ). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all Pool Receivablesfurther acts and execute, (ii) all Related Security acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to such Pool Receivablesthe Notes of a particular Series, (iii) the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all Collections rights of the Company with respect to the Corresponding CM Loan corresponding to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none series of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (Notes held for the benefit of the Secured Parties) shall haveHolders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to all Notes of a particular series, it shall not exercise the Collateralpower of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and in addition to all the other rights and remedies available granted to the Administrative Agent (for Trustee pursuant to this Section 3.8 with respect to the benefit CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the Secured Parties), all CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementIndenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. Immediately upon In the occurrence of (i) event that any CM Loan is not properly pledged or assigned to the Final Payout Date or (ii) Trustee and the repurchase of any Receivable as set forth in Section 3.3(a) Trustee the Trustee shall have no liability to the Holders of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationNotes.

Security Interest. (a) As Buyer and Sellers intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve Buyer’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the performance by of the Borrower other Seller of all Obligations hereunder and under the termsTransaction Documents, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower each Seller hereby grants to Buyer and Repo Agent, for the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesBuyer and Repo Agent, a continuing security interest in, in all of the Borrowersuch Seller’s right, title and interest in, to and under all of the followingunder, in each case, whether now owned or existing, or hereafter owned, existing acquired or arising (collectively, the “Collateral”): arising: (i) all Pool Receivablesof the Purchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Related Security with respect to such Pool ReceivablesRecords, (iii) all Collections with respect to such Pool Receivablesrelated Servicing Rights and Servicing Records, (iv) the Lock-Boxes and each Collection Accounts Account and all amounts on deposit therein, and all certificates and instruments, if any, property from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Remittance Account and all amounts on deposit therein, and all certificates and instruments, if any, property from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none Income from the Purchased Loans, inclusive of the obligations) of the Borrower under the Purchase and Sale Agreementany related Advances, (vii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (viii) all other personal mortgage guarantees and fixture property insurance policies relating to any Purchased Loan or assets the related Mortgaged Property, and all proceeds thereunder, (ix) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the Borrower foregoing items set forth in clauses (i) through (viii) above, (x) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all of every kind the foregoing items set forth in clauses (i) through (ix) above, (xi) the Disbursement Account established by the Disbursement Agent and nature Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (xii) any other property, rights, titles or interests as are specified in a Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the items set forth in clauses (i) through (xii) above, the “Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to the Repurchase Assets (including, without limitation, all goods (including inventory, equipment any security interest it may have in the Purchased Loans and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, collateral granted to such Seller pursuant to any other contract rights or rights agreement) are and shall continue to be at all times junior and subordinate to the payment rights of money, insurance claims Buyer and proceeds, Repo Agent hereunder and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationTransaction Documents.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to Lender, the Administrative Agent for its benefit and the ratable benefit of the Secured Partiessecured party hereunder, a continuing security interest in, all of the Borrower’s right, title in and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts any and all amounts on deposit therein"Collateral" as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all certificates other debts, liabilities and instruments, if any, from time obligations of Borrower to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower Lender of every kind and nature description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all goods interest, other fees and expenses (including all hereinafter called "Obligations"). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, equipment (c) equipment, (d) investment property, including certificated and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accountsuncertificated securities, securities accounts, securities security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, securities (I) general intangibles, including payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights software and (m) as-extracted collateral as such terms may from time to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as time be defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoingUniform Commercial Code. The Administrative Agent security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the benefit of the Secured Parties) shall have, with respect to all the Collateral, all products, proceeds and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement collections thereof and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders records and the other Credit Parties hereunder shall terminate, all without delivery of data relating thereto. Lender disclaims any instrument or performance of any act security interest in household goods in which Lxxxxx is forbidden by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationlaw from taking a security interest.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants and assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a valid, continuing and perfected first priority security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the To secure payment and performance by the Borrower of all the termsits Liabilities, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the each Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesAgent, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminateIssuing Bank, a right of setoff against and a continuing security interest (and Rail and Deco hereby confirm, acknowledge, continue and ratify in all without delivery respects the right of any instrument or performance of any act by any partysetoff and security interest granted under the Original Agreement and Security Agreement, respectively, and all rights other Financing Agreements executed in connection therewith) in and to all of the Collateral shall revert property, and interests in property, of such Borrower, whether real or personal, whether now owned or hereafter acquired by such Borrower and wheresoever located, including without limitation: (i) Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) Inventory; (iii) Equipment; (iv) such Borrower's deposit accounts (general or special) with and credits and other claims against Agent or any Lender, or any other financial institution with which such Borrower maintains deposits; (v) such Borrower's monies, and any and all other property and interests in property of such Borrower now or hereafter coming into the actual possession, custody or control of Agent or any Lender or any agent or affiliate of Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (vi) insurance proceeds of or relating to any of the foregoing; (vii) insurance proceeds relating to any key man life insurance policy covering the life of any director, officer, employee or former director, officer or employee of such Borrower; (viii) insurance proceeds relating to business interruption insurance; (ix) books and records relating to any of the foregoing; and (x) all accessions and additions to, substitutions for, and replacements, products and proceeds, of any of the foregoing; provided, however, that promptly following written request therefor the foregoing property, and interest in property, shall not include the Excluded Property so long as the Excluded Property is collateral for indebtedness of Rail permitted to exist under Subsection 8.2 and the Lien thereon is permitted to exist under Subsection 8.1; provided, further, that immediately and automatically (without the need for any further action) upon the repayment of all of the indebtedness and obligations for which any Excluded Property is collateral, and the release by the Borrower delivered to holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Excluded Property shall be Collateral securing the Administrative Agent following any such terminationLiabilities, and at the expense of the BorrowerBorrowers shall take, the Administrative or cause to be taken, all such actions as Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably may request to evidence assure Agent of its first priority perfected security interest and Lien in such terminationExcluded Property.

Security Interest. (a) As security for the performance by the Borrower Issuer of all the terms, covenants and agreements on the part of the Borrower Issuer to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Note Balance and all Interest in respect of the Loans Notes and all other Borrower Issuer Obligations, the Borrower Issuer hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the BorrowerIssuer’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower Issuer under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Agreement and (viiivi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower Issuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders Purchasers and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the BorrowerIssuer; provided, however, that promptly following written request therefor by the Borrower Issuer delivered to the Administrative Agent following any such termination, and at the sole expense of the BorrowerIssuer, the Administrative Agent shall authorize or execute, as applicable, and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 Issuer UCC termination statements and such other documents as the Borrower Issuer shall reasonably request to evidence such termination.

Security Interest. (a) As Mortgagor grants and assigns to Mortgagee a security for the interest to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, all of the Borrowerin Mortgagor’s right, title and interest in, in and to and under all of the following, whether following described personal property in which Mortgagor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes the Absolute Assignment of Rents and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and Leases); all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsimpounds, securities entitlementsaccounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 obtained from, any governmental entity with respect to the ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance claims premiums made by Mortgagor with respect to the Property; all plans, drawings and proceedsspecifications relating to the Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all general intangibles (including all payment intangibles) (each “Impounds” as defined in the UCC) herein; together with all replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing, and all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above-described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the South Carolina Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than time (the collateral described in this Agreement“UCC”). Immediately upon For purposes of the occurrence of foregoing (i) Mortgagor is the Final Payout Date or “debtor” and its address is as set forth on page 1 of this Mortgage, (ii) the repurchase of any Receivable Mortgagee is the “secured party” and its address is as set forth in Section 3.3(aon page 1 of this Mortgage and (iii) the name of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) record owner of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationProperty is Mortgagor.

Security Interest. (a) As security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment Liabilities when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor declared due, the each Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent (for its benefit and the ratable benefit of the Secured PartiesLenders, Issuing Lenders and Administrative Agent) a continuing and unconditional security interest in, in and to all of the Borrower’s right, title and interest inin and to any and all personal property of each Borrower, to of any kind or description, tangible or intangible, wheresoever located and under whether now owned or existing or hereafter arising or acquired, including any and all of the following, whether now or hereafter owned, existing or arising following (collectively, all of which is individually and collectively referred to as the “Collateral”): (ia) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) of the Lock-Boxes assets and Collection Accounts and all amounts on deposit thereinpersonal property of Borrower, and all certificates and of Borrower’s Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, if anynotes, from time to time evidencing such Lock-Boxes letters of credit, bills of lading, warehouse receipts, shipping documents, documents and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit thereindocuments of title, and all certificates and instrumentsof Borrower’s Tangible Chattel Paper, if anyDocuments, from time to time evidencing LC Collateral Account and amounts on deposit thereinElectronic Chattel Paper, (vi) all rights (but none Letter-of-Credit Rights, letters of the obligations) of the Borrower under the Purchase and Sale Agreementcredit, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature includingSoftware, without limitationSupporting Obligations, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedsPayment Intangibles, and all general intangibles (including all payment intangibles) Goods (each as defined in the UCC) and Code); (viiib) all proceeds ofof Borrower’s Inventory, motor vehicles, trucks, and Equipment; (c) all amounts received of Borrower’s Deposit Accounts and other deposit accounts (general or receivable under special) with, and credits and other claims against, any Lender, or any other financial institution with which Borrower maintains deposits; (d) all ofof Borrower’s monies, and any and all other property and interests in property of Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Financial Assets, Chattel Paper and Documents (each as defined in the foregoing. The Code), now or hereafter coming into the actual possession, custody or control of Administrative Agent or any Lender or any agent or Affiliate thereof in any way or for any purpose (whether for the benefit safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all Administrative Agent’s and each Lender’s rights of setoff (which Borrower acknowledges), the other rights and remedies available balance of any account or any amount that may be owing from time to the time by Administrative Agent or any Lender to Borrower; (for the benefit e) all insurance proceeds of or relating to any of the Secured Parties)foregoing property and interests in property, and, if at any time applicable, any key man life insurance policy covering the life of any officer or employee of Borrower; (f) all proceeds and profits derived from the rights and remedies operation of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “Borrower’s business; (g) all of Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the debtorforegoing and to Borrower’s personal property or assets” or words to that effectbusiness; and (h) all accessions, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreementforegoing; provided, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to that the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following not include any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationExcluded Collateral.

Security Interest. (a) As security for In the performance by the Borrower event of all the termsa default that has not been cured within 3 business days, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower borrower hereby grants to Lender, the Administrative Agent for its benefit and the ratable benefit of the Secured Partiessecured party hereunder, a continuing security interest in, subject to the first priority security interest granted to Cedar Advance LLC (“Cedar Interest”) in and to any and all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) ” as described below to secure payment and performance of all Pool Receivablesdebts, (ii) all Related Security with respect liabilities and obligations of Borrower to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes Lender hereunder and Collection Accounts also any and all amounts on deposit thereinother debts, liabilities and all certificates and instruments, if any, from time obligations of Borrower to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower Lender of every kind and nature description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all goods interest, other fees and expenses (including all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, equipment (c) equipment, (d) investment property, including certificated and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accountsuncertificated securities, securities accounts, securities security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, securities (I) general intangibles, including payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights software (m) as-extracted collateral as such terms may from time to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as time be defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoingUniform Commercial Code. The Administrative Agent security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the benefit of the Secured Parties) shall have, with respect to all the Collateral, all products, proceeds and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement collections thereof and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders records and the other Credit Parties hereunder shall terminate, all without delivery of data relating thereto. Lender disclaims any instrument or performance of any act security interest in household goods in which Xxxxxx is forbidden by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationlaw from taking a security interest.

Security Interest. (a) As security for To secure the due payment and performance by the Borrower of all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, of Borrower to Lender under, arising out of or in any way connected with this Agreement, the termsNote(s) and all agreements, covenants guaranties, instruments and agreements other documents executed and delivered in connection herewith or therewith, or otherwise, and to secure any other indebtedness, liabilities and obligations of Borrower to Lender, whether now existing or hereafter arising (all hereinafter referred to collectively as the "Obligations"), Borrower hereby assigns, grants, mortgages, pledges, hypothecates, transfers and sets over to Lender, a first priority lien on and security interest in (i) the part property of Borrower set forth in the Schedule to the Note(s) (the "Equipment"), together with all accessories, attachments and accessions now or hereafter affixed thereto and all substitutions and replacements of, and proceeds of the foregoing, plus any and all chattel paper, accounts, contract rights and general intangibles arising from the sale, lease or other disposition thereof, including but not limited to insurance proceeds and general intangibles, (ii) any cash or cash equivalents held by Lender on Borrower's behalf, including, without limitation, any refunds, security deposits or undisbursed advances or proceeds arising in connection with any loan or equipment lease (whether given hereunder or otherwise), (iii) all property, tangible or intangible, in which Lender has or may acquire hereafter a security interest, and (iv) all of Borrower's present and future accounts, documents, general intangibles, and other personal property, whether now owned or hereafter acquired and wherever located (all the foregoing hereinafter referred to as the "Collateral"). Lender shall not be obligated to release its security interest in any of the Collateral until all Obligations of Borrower to Lender are paid and performed in full. Any security deposit made by Borrower to Lender, and not subject to a separate Security Deposit Agreement, shall be performed held by Lender to secure the payment and performance of the Obligations and may not be used by Borrower for any payments due under the Note(s) or this Agreement or any other Transaction Documentloan documents. Lender may, including but is not obligated to, apply the punctual payment when due security deposit to cure any monetary default, and Borrower agrees to immediately restore the security deposit to its full amount. Except as may otherwise be required by applicable law, the security deposit may be commingled with Lender's other funds and any unapplied portion of the Aggregate Capital security deposit will be refunded to Borrower without interest only upon full payment and all Interest in respect performance of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby confirms and reaffirms the grant under the Existing Purchase Agreement, and without limiting the foregoing, hereby grants, to the Collateral Agent for its benefit and the ratable benefit of the Secured Parties of, and hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): all of the Borrower’s right, title, and interest now or hereafter existing in, to and under the following of the Borrower’s assets, whether now owned or existing or hereafter acquired, and wherever located (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) whether or not in the Lock-Boxes and Collection Accounts and all amounts on deposit thereinpossession or control of the Borrower), and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, proceeds of the foregoing: (vI) all Receivables comprising the Receivable Pool; (II) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, Related Assets in respect of the Receivable Pool; (viIII) the Collections in respect of the Receivable Pool; (IV) all Transaction Documents; (V) all Contracts related to the Receivable Pool; (VI) the Sale Agreement and each Hedge Agreement and, in each case, all rights (but none of the obligations) and remedies of the Borrower under the Purchase and Sale Agreement, thereunder; (viiVII) all other personal assets in the Receivable Pool and fixture property or assets of Related Assets; (VIII) each Collection Account and the Borrower of every kind and nature including, without limitation, Payment Account; (IX) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rightspaper, commercial tort claims, securities deposit accounts, documents, fixtures, general intangibles (including payment intangibles), goods (including equipment and all other inventory), instruments, investment property, letter-of-credit rights, letters of credit, money, as-extracted collateral, oil, gas and other minerals before extraction, software, supporting obligations, moneyinsurance policies and things in action; (X) all rights, interests, remedies, and privileges of the Borrower relating to any other contract rights of the foregoing including the right to sue for past, present, or rights future infringement of any or all of the foregoing; and (XI) to the payment of moneyextent not otherwise included, insurance claims all products and proceedsProceeds (the terms in clauses (I) through (XI) not otherwise defined in this Agreement, and all general intangibles (including all payment intangibles) (each as defined in the UCC) of the foregoing clauses (I) through (X) and all accessions to, substitutions and replacements for, and rents, profits, and products of the of the foregoing (viii) all proceeds ofincluding insurance proceeds), and all amounts received distributions (whether in money, securities, or receivable under any other property) and collections from or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit any of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a valid, continuing and perfected first priority security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase Transfer and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Contribution Agreement and (viiivi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereintherein (other than collections with respect to Excluded Receivables), and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Boxes, Collection Accounts and amounts on deposit thereintherein (other than collections with respect to Excluded Receivables), (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase each Transfer Agreement and Sale Agreementeach Credit Insurance Policy, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the termsFor value received, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Debtor hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Trustee a continuing security interest in, all of (the Borrower’s right, title "Security Interest') in and interest in, to and under all of the following: (i) any and all retail motor vehicle installment sale contracts (the "Contracts") acquired with the funds constituting the Indebtedness or with funds received from the repayment of said Contracts or the Replacement Contracts (the "Replacement Contracts"), which Contracts or Replacement Contracts are originated in connection with the financing of new and used automobiles and light-duty trucks (the "Vehicles"), including all rights to receive payments thereunder and security interests in and instruments of title to the Vehicles, whether now owned or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, acquired; (ii) all Related Security with respect to such Pool Receivablesfunds in the Debtor bank accounts styled Master Collections Accounts, Master Operating Account and Note Redemption Account; (iii) all Collections proceeds of an offering pursuant to the Registration Statement of Debtor filed with respect to such Pool Receivables, the Securities and Exchange Commission (the "Registration Statement"); and (iv) the Lock-Boxes and Collection Accounts all products thereof and all amounts on deposit therein, cash and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none noncash proceeds of any of the obligations) of the Borrower under the Purchase and Sale Agreementforegoing, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature in any form, including, without limitation, proceeds of insurance policies from the loss thereof, all goods (including inventorytitles to the Vehicles and all assignment of liens, equipment all Contracts, Vehicle Titles, assignments, dealer recourse agreements, other documents and instruments in the possession of the Debtor, and any accessions thereto), documents or instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) possession, custody and control of any Contract Servicer or any independent Custodian (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than foregoing hereinafter called the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the "Collateral, in the case of clause (i"), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered security interest granted hereunder is subject to the Administrative Agent following any such termination, conditions and at limitations set forth in the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationRegistration Statement.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Loan Amount and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementAgreement and each Credit Insurance Policy, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Agreement Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations 59762333169 19631658 762333169 19631658 (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.. ARTICLE VI

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part Each of the Borrower following items or types of property (in each case to be performed under this Agreement or any other Transaction Document, including the punctual payment when due extent of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the BorrowerSeller’s right, title and interest in, to and under all of the followingtherein), whether now owned or hereafter ownedacquired, now existing or arising hereafter created and wherever located, is hereinafter collectively referred to as the Purchased Items (collectively, the “CollateralPurchased Items”): (i) all Pool Receivables, Purchased Assets; (ii) all Related Security with respect to such Pool ReceivablesIncome and Cash Collateral, if any; (iii) all Collections with respect to such Pool Receivables, Asset Documents; (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinAsset Files, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), notes, certificates, instruments, negotiable documents and instruments, Security Agreements, chattel mortgages and all other loan, security or other documents relating to such Purchased Items, together with all files, documents, accountsinstruments, chattel paper surveys, certificates, correspondence, appraisals, licenses, contracts and computer storage media (whether tangible or electronicexcept as provided in the last sentence of this Subsection 8.1(a)), accounting records and other books and records relating thereto; (v) all collateral, security interests, rights and other interests under or with respect to each Purchased Item; (vi) all Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (vii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims, payments and proceeds thereunder; (viii) all servicing fees to which the Seller is entitled and servicing and other rights relating to the Purchased Items; (ix) all Servicing Agreements, Servicing Records and Servicing Files with respect to the Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (x) all Servicer Accounts established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise with respect to the Purchased Items and all amounts on deposit therein from time to time related to the Purchased Items; (xi) all Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (xii) all other agreements, instruments or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (xiii) insurance policies, certificates of insurance, insurance proceeds and the rights to enforce payment of insurance proceeds, in each case to the extent they relate to the Purchased Items; (xiv) the Collection Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Collection Account; (xv) the Securities Account and any other securities account for the Purchased Items or any collateral therefor and all monies, cash, deposits, securities or investment property from time to time on deposit in the Securities Account and any other securities account; (xvi) any collection account, escrow account, reserve account, collateral account or lock–box account related to the Purchased Items to the extent of the Seller’s or the holder’s interest therein, including all moneys, cash, deposits, securities or investment property from time to time on deposit therein; (xvii) rights of the Seller under any letter of credit, guarantee or other credit support or enhancement related to the Purchased Items; (xviii) any Interest Rate Protection Agreements relating to the Purchased Assets, including all payments due to the Seller thereunder; (xix) all purchase or take–out commitments relating to or constituting any of the foregoing; (xx) all collateral, however defined, under any of the agreements between a Borrower or an Affiliate on the one hand and the Seller on the other hand; (xxi) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “securities accounts”, “instruments”, “securities”, “financial assets”, “uncertificated securities”, “securities entitlements, letter of credit rights, commercial tort claims, securities ” and all other “investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each ” as defined in the UCC) Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing; and (viiixxii) any and all replacements, substitutions, conversions, distributions on or proceeds of, from or on any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrowerforegoing; provided, however, that promptly following written request therefor by none of the Borrower delivered foregoing Purchased Items shall include any obligations; provided, further, however, notwithstanding the foregoing, (A) no account, instrument, chattel paper or other obligation or Property of any kind due from, owed by, or belonging to, a Person described in the definition of Prohibited Person or (B) any lease in which the lessee is a Person described in the definition of Prohibited Person, shall be collateral under the Repurchase Documents. Notwithstanding the foregoing or any other provisions of this Agreement, Purchased Items shall not include any portion of the Seller’s web site (currently located at the URL xxxx://xxx.xxxxxxxxxxxx.xxx or any of the computer programs, software or documentation of the Seller whether or not related to the Administrative Agent following any such terminationforegoing, and at whether now existing or hereafter created, and the expense of the Borrower, the Administrative Agent Purchaser acknowledges and agrees that it shall deliver to the Borrower written authorization for the Borrower to file (have no security or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationinterest therein.

Security Interest. (ae) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Loan Amount and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Agreement Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination. CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS Conditions Precedent to Effectiveness and the Initial Credit Extension. This Agreement shall become effective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto (subject to Section 6.04), in each case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by the Borrower on the Closing Date to the Credit Parties have been paid in full in accordance with the terms of the Transaction Documents.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Agreement and (viiivi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Bank shall have and the Company hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Bank a continuing security interest in, in all property of the Borrower’s rightCompany of every kind and description, title and interest in, to and under all of the followingtangible or intangible, whether now or hereafter ownedexisting, existing whether now owned or arising hereafter acquired, and wherever located, including but not limited to the following (and together with all property in which the Bank may have a security interest pursuant to any other security agreements, pledge agreements, mortgages and other instruments creating a security interest in favor of the Bank and securing the Obligations, collectively, the “Collateral”"COLLATERAL"): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinfurniture, and similar property of the Company; all certificates Accounts of the Company; all contract rights of the Company; all other rights of the Company, including, without limitation, amounts due from affiliates, tax refunds, and insurance proceeds; all investment property (as defined in the Massachusetts Uniform Commercial Code); all interest of the Company in goods or services as to which an Account Receivable shall have arisen; all files, records (including, without limitation, computer programs, tapes and related electronic data processing software) and writings of the Company or in which it has an interest in any way relating to the foregoing property; all goods, instruments, if anydocuments of title, from time to time evidencing such Lock-Boxes policies and Collection Accounts and amounts on deposit thereincertificates of insurance, (v) securities, chattel paper, deposits, cash or other property owned by the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none Company or in which it has an interest which are now or may hereafter be in the possession of the obligations) Bank or as to which the Bank may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Borrower under the Purchase and Sale Agreement, Company (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks, and copyrights of any Person and all trade secrets, know how and other intellectual property rights (including inventory, equipment collectively "INTELLECTUAL PROPERTY"); and any accessions theretorights of the Company to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 7.1); any other property of the Company, instruments (including promissory notes)real or personal, documents, accounts, chattel paper (whether tangible or electronic)intangible, deposit accounts, securities accounts, securities entitlements, letter in which the Bank now has or hereafter acquires a security interest or which is now or may hereafter be in the possession of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, the Bank; any other contract rights sums at any time credited by or rights due from the Bank to the payment Company, including deposits; and proceeds and products of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property foregoing; PROVIDED THAT the Bank shall not be deemed to have a security interest in any technology license entered into by the Company and any third party other than an Affiliate or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) Subsidiary of the Purchase and Sale AgreementCompany prior to December 28, 1994 if the Collateral, in the case granting of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor security interest by the Borrower delivered to the Administrative Agent following any Company would be a violation of such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.technology

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Outstanding Reimbursement Obligations and all Interest in respect of the Loans thereof, and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes Lock‑Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes Lock‑Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Receivables Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) ), and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby confirms and reaffirms the grant under the Existing Purchase Agreement, and without limiting the foregoing, hereby grants, to the Collateral Agent for its benefit and the ratable benefit of the Secured Parties of, and hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): all of the Borrower’s right, title, and interest now or hereafter existing in, to and under the following of the Borrower’s assets, whether now owned or existing or hereafter acquired, and wherever located (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) whether or not in the Lock-Boxes and Collection Accounts and all amounts on deposit thereinpossession or control of the Borrower), and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, proceeds of the foregoing: (vI) all Receivables comprising the Receivable Pool; (II) the LC Collateral Account Related Assets in respect of the Receivable Pool; (III) the Collections in respect of the Receivable Pool; (IV) all Transaction Documents; (V) all Contracts related to the Receivable Pool; (VI) the Sale Agreement and all amounts on deposit therein, rights and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) remedies of the Borrower under the Purchase and Sale Agreement, thereunder; (viiVII) all other personal assets in the Receivable Pool and fixture property or assets of Related Assets; (VIII) each Collection Account and the Borrower of every kind and nature including, without limitation, Payment Account; (IX) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rightspaper, commercial tort claims, securities deposit accounts, documents, fixtures, general intangibles (including payment intangibles), goods (including equipment and all other inventory), instruments, investment property, letter-of-credit rights, letters of credit, money, as-extracted collateral, oil, gas and other minerals before extraction, software, supporting obligations, moneyinsurance policies and things in action; (X) all rights, interests, remedies, and privileges of the Borrower relating to any other contract rights of the foregoing including the right to xxx for past, present, or rights future infringement of any or all of the foregoing; and (XI) to the payment of moneyextent not otherwise included, insurance claims all products and proceedsProceeds (the terms in clauses (I) through (XI) not otherwise defined in this Agreement, and all general intangibles (including all payment intangibles) (each as defined in the UCC) of the foregoing clauses (I) through (X) and all accessions to, substitutions and replacements for, and rents, profits, and products of the of the foregoing (viii) all proceeds ofincluding insurance proceeds), and all amounts received distributions (whether in money, securities, or receivable under any other property) and collections from or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit any of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Buyer a continuing lien upon and security interest in, in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under all of in the followingfollowing , whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located (collectively, the “"Collateral”"): (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter of credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C ) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of a secured party under any applicable UCC. The Borrower hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing as the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the debtor’s personal property or assets” or words foregoing; (G) All books and records pertaining to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) all of the Purchase foregoing; and Sale Agreement(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence , perfect, or protect the interests of Buyer in the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect . Seller agrees to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to Buyer the Borrower written authorization for the Borrower originals of all instruments, chattel paper and documents evidencing or related to file (or have filed on its behalf) UCC-3 termination statements Purchased Receivables and such other documents as the Borrower shall reasonably request to evidence such terminationCollateral.

Security Interest. (a) As security for To secure the performance by timely repayment of the Borrower of principal of, and interest on, the Advances, and all the terms, covenants and agreements on the part other Obligations of the Borrower to be performed any Secured Party, including, without limitation, the Aggregate Participation Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under this Agreement or any other Transaction Document, including the punctual payment when whether now or hereafter existing or arising, due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor to become due, direct or indirect, the Borrower hereby pledges and grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Secured Parties, a continuing continuing, first priority security interest in, and assignment of, all of the Borrower’s rightrights, title titles and interest interests in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) arising: all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none assets of the obligations) Borrower, including but not limited to all right, title and interest of the Borrower under in the Purchase Pledged Policies (unless and Sale until such Policies are abandoned or sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, (vii) all notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with the Custodian and/or the Securities Intermediary; the Collection Account, the Payment Account, the Escrow Account, the Policy Account and any other personal and fixture property or assets account of the Borrower of every kind (excluding only the Borrower Account); reserve accounts; escrow agreements and nature includingrelated books and records; the rights under any purchase agreements relating to such Policies; all data, without limitationdocuments and instruments contained in the Collateral Packages; and such other assets, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)intangible, deposit accountsreal or personal, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes reasonably may be required by the Administrative Agent to file financing statements describing as fully secure any Advances contemplated herein. All of the collateral covered thereby rights and assets described in the previous sentence are herein referred to collectively as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower”; provided, however, that promptly following written request therefor by this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Borrower delivered to the Administrative Agent following Advances under any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationTransaction Document.

Security Interest. In order to secure: (aA) As security for the performance by the Borrower of all the terms, covenants and agreements on the part prompt payment of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Rent and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrowerother amounts from time to time outstanding with respect hereto and to each Schedule, and the performance and observance by Lessee of all of the provisions hereof and thereof and of all of the other Lease Documents; and (B) the prompt payment, performance and observance by Lessee of all other obligations of Lessee to Lessor under any other agreement or instrument, both now in existence and hereafter created (as the same may be renewed, extended or modified), including (without limitation) any other Master Lease Agreements and all Schedules now or hereafter executed pursuant thereto; Lessee hereby collaterally assigns, grants, and conveys to Lessor, a first priority security interest in and lien on all of Lessee’s right, title and interest in, in and to and under all of the following, following (whether now existing or hereafter ownedcreated, existing or arising (and including any other collateral described on any rider hereto; collectively, the “Collateral”; all terms used in this sentence but not otherwise defined in this Schedule or the Lease shall have meanings given in the UCC): (i1) the Lessee's Equipment financed hereunder (to the extent this Lease is construed as a security agreement), Equipment described in any Schedule or otherwise covered thereby (including all inventory, fixtures or other property comprising the Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished or financed by the Lessor; (2) all Pool Receivables, books and records pertaining to the foregoing; (ii4) all Related Security with respect property of Lessee held by Lessor, including all property of every description, in the custody of or in transit to such Pool ReceivablesLessor for any purpose, including safekeeping, collection or pledge, for the account of Lessee or as to which Lessee may have any right or power, including but not limited to cash and (iii5) to the extent not otherwise included, all Collections with respect to such Pool Receivablesinsurance, (iv) the Lock-Boxes substitutions, replacements, exchanges, accessions, proceeds and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none products of the obligations) of the Borrower under the Purchase and Sale Agreementforegoing, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, including without limitation, all goods (including inventoryinsurance proceeds. The collateral assignment, equipment security interest and any accessions thereto)lien granted herein shall survive the termination, instruments (including promissory notes)cancellation or expiration of the Lease or a particular Schedule until such time as Lessee’s obligations hereunder, documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter thereunder and under the Lease Documents are fully and indefeasibly discharged. The conveyance contemplated hereby is solely for the purpose of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights granting to Lessor a security interest in the Equipment. All Equipment in which an interest is conveyed hereby shall remain in the possession of Lessee pursuant to the payment of moneyLease, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released unless prior written consent is obtained from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationLessor permitting otherwise.

Security Interest. (a) As security for To secure the performance by the Borrower prompt payment of all the terms, covenants and agreements on the part of the Borrower Debtor's liabilities, obligations and indebtedness to be performed the Secured Party under this that certain Loan Agreement between the Secured Party and the Debtor with respect to the City National Rochdale Strategic Credit Fund (the "Fund") dated as of even date herewith (as amended, restated, supplemented, or any other Transaction Documentotherwise modified from time to time, including the punctual payment when due "Loan Agreement") and all of the Aggregate Capital other Loan Documents (as defined in the Loan Agreement) or otherwise incurred in connection with the Fund, whether heretofore, now or hereafter arising and all Interest in respect howsoever evidenced, whether primary or secondary, or absolute or contingent, and whether arising under written or oral agreement or by operation of law, and the prompt, full and faithful performance of the Loans obligations of the Debtor under any documents or instruments executed or delivered in connection with any such liabilities, obligations and indebtedness (all other Borrower of such liabilities, obligations and indebtedness being sometimes collectively referred to herein as the "Obligations", the Borrower Debtor hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Party a continuing first priority lien and security interest in, in and right of setoff against all of the Borrower’s rightDebtor's rights, title title, and interest ininterest, including without limitation the Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), in and to and under the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the "Custodian"): account number 19-8065 in the name City National Rochdale Strategic Credit Fund (the "Securities Account"), together with all of the followingDebtor's rights, whether now or hereafter ownedtitle, existing or arising and interest in and to all securities and financial assets (collectively, as such terms are defined in Article 8 of the “Collateral”): (iUCC) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts therein and all amounts on deposit thereinprincipal, interest, distributions, dividends (whether cash or stock), income, earnings, cash and other rights at any time received or receivable or otherwise distributed in respect of or in exchange therefor, and all certificates and instrumentsadditions to, if anyall replacements of, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit thereinsubstitutions for, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none proceeds of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent foregoing (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words foregoing being sometimes collectively referred to that effect, notwithstanding that such wording herein as the "Collateral"). The Secured Party may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) also prepare and file on behalf of the Purchase and Sale Agreement, Debtor appropriate UCC-1 financing statements evidencing the Collateral, Secured Party’s interest in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) Collateral under Article 9 of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationUCC.

Security Interest. (a) As security for To secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentObligations and each Debtor’s obligations hereunder, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby each Debtor grants to the Administrative Agent Agent, for its benefit itself and the ratable benefit of the Secured PartiesLenders, a continuing perfected lien on and security interest in, in all of the Borrowersuch Xxxxxx’s right, title and interest in, in and to the Collateral (as hereinafter described). The Collateral is and under consists of all personal property of the followingDebtors, whether now presently existing or hereafter ownedcreated or acquired, existing or arising and wherever located, including, but not limited to: (collectivelya) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), the “Collateral”): commercial tort claims set forth in the Perfection Certificate or otherwise identified to Agent, deposit accounts (i) excluding Restricted Accounts), documents (including negotiable documents), equipment (including all Pool Receivablesaccessions and additions thereto), general intangibles (ii) all Related Security with respect to such Pool Receivablesincluding payment intangibles and intellectual property), (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions theretofixtures), instruments (including promissory notes), documentsinventory (including all goods held for sale or lease or to be furnished under a contract of service, accounts, chattel paper (whether tangible or electronicand including returns and repossessions), deposit accounts, investment property (including securities accounts, and securities entitlements), letter of credit rights, commercial tort claimsmoney, securities and all other investment propertyof any Debtor’s books and records with respect to any of the foregoing, supporting obligationsand the computers and equipment containing said books and records; and (b) any and all cash proceeds and/or noncash proceeds thereof, moneyincluding, any other contract rights or rights to the payment of moneywithout limitation, insurance claims and proceeds, and all general intangibles supporting obligations and the security therefor or for any right to payment. Notwithstanding the foregoing, the Collateral does not include (including all payment intangiblesa) assets for which a pledge thereof or a security interest therein is prohibited by applicable law or any agreement permitted hereunder (each as defined long as such agreement is not entered into in contemplation hereof), unless any such prohibition is terminated or rendered unenforceable by the applicable anti-assignment clauses of the UCC, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable requirements of law notwithstanding such prohibition, (b) any property or assets for which a pledge thereof or a security interest therein would (i) require governmental consent, approval, license or authorization, including any governmental licenses or state or local franchises, charters and authorizations or (ii) require other third party consent, approval, license or authorization or create a right of termination in favor of any third party party to such agreement, in each case, to the extent any such pledge or security interest is prohibited or restricted thereby, other than, in each case, to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable requirements of law notwithstanding such prohibition, (c) Restricted Accounts, (d) any United States “intent-to-use” trademark application prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto; and (viiie) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit more than 65% of the Secured Parties) issued and outstanding capital stock, membership units or other securities owned or held of record by a Loan Party in any foreign Subsidiary. Guarantor agrees that Agent shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all have the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent Uniform Commercial Code of California, as now existing or hereafter amended, with respect to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal aforesaid property, including, without limitation, thereof, the right to sell or otherwise dispose of any or all of such property or assets” or words and apply the proceeds of such sale to that effectthe payment of the Obligations. In addition, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately at any time upon the occurrence and during the continuance of an Event of Default, Agent may, in its discretion, without notice to Guarantors and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Obligations (i) the Final Payout Date or any indebtedness due from Agent to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the repurchase possession of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), Agent whether for deposit or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationotherwise.

Security Interest. (a) As Trustor grants and assigns to Beneficiary a security for the interest to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Trustor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes the Absolute Assignment of Rents and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and Leases); all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsimpounds, securities entitlementsaccounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Trustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Property; all advance payments of insurance claims premiums made by Trustor with respect to the Property; all plans, drawings and proceedsspecifications relating to the Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all general intangibles (including all payment intangibles) (each “Impounds” as defined in the UCC) herein; together with all replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing, and all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above-described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Deed of Trust constitutes a fixture filing under the California Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of time (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i“UCC”), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower Sellers of all the terms, covenants and agreements on the part of the Borrower each Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Yield and all other Borrower Seller Obligations, the Borrower each Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrowersuch Seller’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “CollateralSupport Assets”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower such Seller under the related Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower such Seller of every kind and nature includingnature, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the CollateralSupport Assets, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower Each Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Support Assets shall be automatically released from the lien Lien created hereby, and this Agreement and all rights and obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders Purchasers and the other Credit Purchaser Parties and Secured Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral Support Assets shall revert to the Borrowerapplicable Seller; provided, however, that promptly following written request therefor by the Borrower any Seller delivered to the Administrative Agent following any such termination, and at the expense of the BorrowerSellers, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) such Seller UCC-3 termination statements and such other documents as the Borrower such Seller shall reasonably request to evidence such termination. For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 5.05 shall be in addition to, and shall not be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or liabilities of any party under this Section 5.05.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Buyer a continuing lien upon and security interest in, in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under all of in the following, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located (collectively, the “"Collateral”): "); (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter rights of credit rightstax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of a secured party under any applicable UCC. The Borrower hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing as the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the debtor’s personal property or assets” or words foregoing; (G) All books and records pertaining to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) all of the Purchase foregoing; and Sale Agreement(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect . Seller agrees to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to Buyer the Borrower written authorization for the Borrower originals of all instruments, chattel paper and documents evidencing or related to file (or have filed on its behalf) UCC-3 termination statements Purchased Receivables and such other documents as the Borrower shall reasonably request to evidence such terminationCollateral.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Buyer a continuing lien upon and security interest in, in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under all of in the following, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising and wherever located (collectively, the “"Collateral”"): (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature general intangibles ( including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies ( including rights to premium refunds), letter of credit rightsrights to tax refunds, commercial tort claimscopyrights, securities rights in and under license agreements and all other investment propertyintellectual property excluding patents and trademarks); (B) All Inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of repelvin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement ( including Seller's right of a secured party under any applicable UCC. The Borrower hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishing, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing as the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of all of the debtor’s personal property or assets” or words foregoing; (G) All books and records pertaining to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) all of the Purchase foregoing; and Sale Agreement(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect . Seller agrees to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to Buyer the Borrower written authorization for the Borrower originals of all instruments, chattel paper and documents evidencing or related to file (or have filed on its behalf) UCC-3 termination statements Purchased Receivables and such other documents as the Borrower shall reasonably request to evidence such terminationCollateral.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementset forth above. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for To secure the performance by timely repayment of the Borrower of principal of, and interest on, the Advances, and all the terms, covenants and agreements on the part other Obligations of the Borrower to be performed any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under this Agreement or any other Transaction Document, including the punctual payment when due whether existing or arising as of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower ObligationsClosing Date or thereafter, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Secured Parties, a continuing continuing, first priority security interest in, and assignment of, all of the Borrower’s rightrights, title titles and interest interests in, to and under all of the following, whether now or hereafter owned, existing or arising (collectivelyas of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the Securities Intermediary, in its capacity as owner of record of the Pledged Policies, and the Custodian; the Collection Account, the Reserve Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal of the Borrower. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Borrower delivered to the Administrative Agent following Advances under any such terminationother Transaction Document. GWG DLP Funding IV, LLC Amended and at the expense Restated Loan and Security AgreementPage 7 of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.68

Security Interest. (a) As a)As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Agreements and (viiivi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. ​ ​ ​ Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all Borrower’s goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for For value received the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undersigned ("Debtor") hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesROYAL BANK OF CANADA ("RBC"), a continuing security interest in, (the "Security Interest") in the undertaking of Debtor and in all of the Borrower’s rightDebtor's present and after acquired personal property including without limitation, title in all Goods (including all parts, accessories, attachments, special tools, additions and interest inaccessions thereto), to Chattel Paper. Documents of Title (whether negotiable or not), Instruments, Intangibles, Money and under all of the following, whether Securities now owned or hereafter ownedowned or acquired by or on behalf of Debtor including such as may be returned to or repossessed by Debtor) and in all proceeds and renewals thereof, existing or arising accretions thereto and substitutions therefore (collectively, the “hereinafter collectively called "Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein"), and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods of the following now owned or hereafter owned or acquired by or on behalf of Debtor: all inventory of whatever kind and wherever situate: all equipment (other than inventory) of whatever kind and whatever situate, including, without limitation, all machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature or kind; all Accounts and book deals and generally all debts, dues, claims, choses in action and demands of every nature and kind howsoever arising or secured including inventoryletters of credit and advices of credit, equipment and any accessions theretowhich are now due, owing or accruing or growing due to or owned by or which may hereafter become due. owing or accruing or growing due to or owned by Debtor ("Debts"), instruments (including promissory notes), ; all deeds documents, accountswritings. papers, chattel paper (whether tangible books of account and other books relating to or electronic)being records of Debts, deposit accountsChattel Paper or Documents of Title or by which such are or may hereafter be secured, securities accountsevidenced, securities entitlementsacknowledged or made payable: all contractual rights and insurance claims: all patents, letter of credit industrial designs. trade-marks, trade secrets and know-how including without limitation environmental technology and biotechnology. confidential information, trade-names goodwill copyrights, personality rights, commercial tort claimsplant breeders' rights, securities integrated circuit topographies software and all other investment forms of intellectual and industrial property, supporting obligations, money, and any other contract rights or rights to the payment registrations and applications for registration of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to foregoing (collectively "Intellectual Property"); an all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date Schedule "C" or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), schedule now or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationhereafter annexed hereto.

Security Interest. (a) As security for the To secure payment and performance by the Borrower of all the termsits Liabilities, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants, conveys, mortgages, hypothecates, pledges, sets over, transfers and assigns to Lender, and grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lender a continuing lien upon and security interest in, all of the Borrower’s right's property, title and interest in, to and under all of the followingwherever located, whether now or hereafter existing, owned, existing licensed, leased (to the extent of Borrower's leasehold interest therein), consigned (to the extent of Borrower's ownership interest therein), arising or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature acquired including, without limitation, all goods of Borrower's: (i) Accounts, contract rights, General Intangibles (including inventory, equipment and any accessions theretowithout limitation Borrower's Intellectual Property), instruments (including promissory tax refunds, chattel paper, instruments, notes), letters of credit, documents, documents of title; (ii) Inventory; (iii) Equipment; (iv) all of Borrower's deposit accounts (general or special) including, without limitation, any blocked accounts, chattel paper (whether tangible or electronic), deposit lock box accounts, securities payroll accounts, securities entitlements, letter of credit rights, commercial tort claims, securities disbursement accounts and all other investment propertybank accounts and all deposits therein with and credits and other claims against Lender, supporting obligations, money, or any other contract rights financial institution with which Borrower maintains deposits; (v) all of Borrower's now owned or rights to the payment of money, insurance claims and proceedshereafter acquired monies, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, any and all amounts received other property and interests in property of Borrower now or receivable under hereafter coming into the actual possession, custody or control of Lender or any agent or all ofaffiliate of Lender in any way or for any purpose (whether for safekeeping, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall havedeposit, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.custody,

Security Interest. (a) As Tenant hereby pledges, transfers and assigns to Landlord, and grants to Landlord, as additional security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed Tenant's obligations under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesLease, a continuing perfected first priority security interest inin and to, and a first lien upon: (i) the Accounts and Local Accounts owned by it from time to time, now existing or hereafter arising, and all amounts which may from time to time be on deposit in each of such Accounts and Local Accounts (such first lien is subject to the Lien on Membership Contract Receivables arising under the Working Capital Loan Documents); (ii) all of the Borrower’s Tenant's right, title and interest inin and to all cash, property or rights transferred to or deposited in each Account and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect each Local Account from time to such Pool Receivables, time; (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time representing or evidencing such Lock-Boxes and Collection the Accounts and amounts or Local Accounts or any amount on deposit thereinin any thereof, (v) the LC Collateral Account or any value received as a consequence of possession thereof, including all interest, dividends, cash, instruments and all amounts on deposit therein, and all certificates and instruments, if any, other property from time to time received or otherwise distributed in respect of, or in exchange for, any or all of such Accounts or Local Accounts; (iv) all monies, chattel paper, checks, notes, bills of exchange, negotiable instruments, documents of title, money orders, commercial paper, and other security instruments, documents, deposits and credits from time to time in the possession of Landlord representing or evidencing LC Collateral Account and amounts on deposit thereinsuch Accounts or Local Accounts; (v) all other property, held in, credited to or constituting part of any of the Accounts or Local Accounts; (vi) all rights (but none of the obligations) of the Borrower under the Purchase earnings and Sale Agreement, investments held in any Account or Local Account in accordance with this Lease; and (vii) to the extent not described above, any and all other personal and fixture property or assets proceeds of the Borrower foregoing (collectively, the "ACCOUNT COLLATERAL"). This Lease and the pledge, assignment and grant of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the security interest made hereby secures payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined of Tenant's obligations under this Lease in accordance with the provisions set forth herein. This Lease shall be deemed a security agreement within the meaning of the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Mortgagor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all Pool Receivables, the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all Related Security with respect rents (to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes and Collection Accounts and amounts on Article 3); all inventory, accounts, cash receipts, deposit thereinaccounts, accounts receivable, contract rights, licenses, agreements, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any interest rate swap agreement, or other interest rate hedge agreement of any type executed by and between Mortgagor and Mortgagee; all Contracts referenced in Section 5.15 below (including inventory, equipment property management and any accessions theretoleasing agreements), instruments (including promissory notesarchitects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), documents, accountsgeneral intangibles, chattel paper (whether tangible electronic or electronictangible), deposit accountsinstruments, securities accountsdocuments, securities entitlementspromissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Xxxxxxxxx; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance claims premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and proceedsspecifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all general intangibles (including all payment intangibles) (each as defined in the UCC) replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files to the extent relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Minnesota Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of time (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i“UCC”), or and is acknowledged and agreed to be a “construction mortgage” under the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationUCC.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the "Closing Date" (adefined in the Credit Agreement) As a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Mortgagor now or at any time hereafter owned, existing or arising has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all Pool Receivables, the real property described on Exhibit A attached hereto and incorporated by reference herein or (ii) any existing or future improvements on the real property (which real property and improvements are collectively referred to herein as the "Subject Property"); together with all Related Security with respect to such Pool Receivables, (iii) rents and security deposits derived from the Subject Property; all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto)accounts, instruments (including promissory notes)cash receipts, documentsdeposit accounts, accountsaccounts receivable, contract rights, licenses, agreements, general intangibles, payment intangibles, software, chattel paper (whether tangible electronic or electronictangible), deposit accountsinstruments, securities accountsdocuments, securities entitlementspromissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other contract rights or rights to the payment of money, insurance claims trade names, trademarks and proceedsservice marks arising from or related to the ownership, management, leasing, operation, sale or disposition of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, xxxxx and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all general intangibles (including shares of stock in water, ditch, lateral and canal companies, well permits and all payment intangibles) (each as defined in other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the UCC) Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and (viii) specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above described personal property which is or assets” which hereafter becomes a "fixture" under applicable law, this Mortgage constitutes a fixture filing under the Arkansas Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of time (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i"UCC"), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment Liabilities when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor declared due, the Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lender a continuing security interest in, in and to all of the Borrower’s right, title and interest in, in and to the following property and under all of the followinginterests in property, whether now owned or existing or hereafter owned, existing arising or arising acquired, and wheresoever located (collectively, the “Collateral”): (ia) all Pool Receivablesof Borrower’s accounts receivable, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment Accounts and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) Health-Care-Insurance Receivables (each as defined in the UCC) and Code), (viiib) all proceeds ofof Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) all of Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against Lender or any other financial institution with which Borrower maintains deposits; (d) all of Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all amounts received of Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of Borrower’s monies, and any and all other property and interests in property of Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or receivable under hereafter coming into the actual possession, custody or control of Lender or any agent or all ofAffiliate thereof in any way or for any purpose (whether for safekeeping, the foregoing. The Administrative Agent (for the benefit deposit, custody, pledge, transmission, collection or otherwise), and, independent of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other Lender’s rights and remedies available to the Administrative Agent of setoff (for the benefit of the Secured Partieswhich Borrower acknowledges), all the rights and remedies balance of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property account or assets” or words to any amount that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect owing from time to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act time by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.Lender to

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary as of the date hereof a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Trustor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all Pool Receivables, the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all Related Security with respect rents (to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes and Collection Accounts and amounts on Article 3); all inventory, accounts, cash receipts, deposit thereinaccounts, accounts receivable, contract rights, licenses, agreements, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods acquisition agreements with respect to the Subject Property); all of Trustor’s rights under any interest rate swap agreement, or other interest rate hedge agreement of any type executed by and between Trustor and Beneficiary; all Contracts referenced in Section 5.18 below (including inventory, equipment property management and any accessions theretoleasing agreements), instruments (including promissory notesarchitects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), documents, accountsgeneral intangibles, chattel paper (whether tangible electronic or electronictangible), deposit accountsinstruments, securities accountsdocuments, securities entitlementspromissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Trustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of insurance claims premiums made by Trustor with respect to the Subject Property; all plans, drawings and proceedsspecifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all general intangibles (including all payment intangibles) (each as defined in the UCC) replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files to the extent relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Deed of Trust constitutes a fixture filing under the Utah Uniform Commercial Code, as amended or words recodified from time to that effecttime (“UCC”), notwithstanding that such wording may and is acknowledged and agreed to be broader in scope than a “construction mortgage” within the collateral described in this Agreementmeaning of Utah Code Annotated § 70a-9a-334(8) or any successor statute. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) The proceeds of the Purchase loan secured by this Deed of Trust are to be used by Trustor in part for the purpose acquiring the Subject Property described herein and Sale Agreement, are to be disbursed in accordance with the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) provisions of the Administrative Agent, Loan Documents. Trustor is the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense owner of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationSubject Property described herein.

Security Interest. (a) As security for To secure the due payment and performance by the Borrower of all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, of Borrower to Lender under, arising out of or in any way connected with this Agreement, the termsNote(s) and all agreements, covenants guaranties, instruments and agreements other documents executed and delivered in connection herewith or therewith, or otherwise, and to secure any other indebtedness, liabilities and obligations of Borrower to Lender, whether now existing or hereafter arising (all hereinafter referred to collectively as the "Obligations"), Borrower hereby assigns, grants, mortgages, pledges, hypothecates, transfers and sets over to Lender, a first priority lien on and security interest in (i) the part property of Borrower set forth in the Schedule to the Note(s) (the ''Equipment"), together with all accessories, attachments and accessions now or hereafter affixed thereto and all substitutions and replacements of, and proceeds of the foregoing, plus any and all chattel paper, accounts, contract rights and general intangibles arising from the sale, lease or other disposition thereof, including but not limited to insurance proceeds and general intangibles, (ii) any cash or cash equivalents held by Lender on Borrower's behalf, including, without limitation, any refunds, security deposits or undisbursed advances or proceeds arising in connection with any loan or equipment lease (whether given hereunder or otherwise), (iii) all property, tangible or intangible, in which Lender has or may acquire hereafter a security interest, and (iv) all of Borrower's present and future accounts, documents, general intangibles, and other personal property, whether now owned or hereafter acquired and wherever located (all the foregoing hereinafter referred to as the "Collateral"). Lender shall not be obligated to release its security interest in any of the Collateral until all Obligations of Borrower to Lender are paid and performed in full. Any security deposit made by Borrower to Lender, and not subject to a separate Security Deposit Agreement, shall be performed held by Lender to secure the payment and performance of the Obligations and may not be used by Borrower for any payments due under the Note(s) or this Agreement or any other Transaction Documentloan documents. Lender may, including but is not obligated to, apply the punctual payment when due security deposit to cure any monetary default, and Borrower agrees to immediately restore the security deposit to its full amount. Except as may otherwise be required by applicable law, the security deposit may be commingled with Lender's other funds and any unapplied portion of the Aggregate Capital security deposit will be refunded to Borrower without interest only upon full payment and all Interest in respect performance of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the full, prompt and complete payment and performance when due (whether by the Borrower stated maturity, by acceleration or otherwise) of all indebtedness of Pledgor to Pledgee created under the termsNote (all such indebtedness being the "Liabilities"), covenants together with, without limitation, the prompt payment of all expenses, including, without limitation, reasonable attorneys' fees and agreements on legal expenses, incidental to the part collection of the Borrower Liabilities and the enforcement or protection of Pledgee's lien in and to be performed under this Agreement or any other Transaction Documentthe collateral pledged hereunder, including the punctual payment when due of the Aggregate Capital Pledgor hereby pledges to Pledgee, and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Pledgee a continuing first priority security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising following (collectively, the “"Collateral”"): (ia) all Pool Receivablesfifty four million four hundred two thousand nine hundred eighty-seven (54,402,987) shares of common stock of Pledgee (the "Old Shares") represented by Certificate number C-261 or any certificate representing shares of the Common Stock of IXYS Corporation, a Delaware corporation, into which the Old Shares have been converted (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein"Pledged Shares"), and all certificates and dividends, cash, instruments, if any, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all voting trust certificates held by Pledgor evidencing such Lock-Boxes the right to vote any Pledged Shares subject to any voting trust; and Collection Accounts (c) all additional shares and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all voting trust certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, acquired by Pledgor in any manner (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.which

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentGuaranteed Obligations, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Seller Guaranty and all other Borrower Seller Obligations, the Borrower Seller hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in, in and lien upon all property and assets of the Borrower’s right, title and interest in, to and under all of the followingSeller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Pool Unsold Receivables, (ii) all Related Security with respect to such Pool Unsold Receivables, (iii) all Collections with respect to such Pool Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (viivi) all other personal and fixture property or assets of the Borrower Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. .The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Mortgagor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all Pool Receivables, the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all Related Security with respect rents (to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes and Collection Accounts and amounts on Article 3); all inventory, accounts, cash receipts, deposit thereinaccounts, accounts receivable, contract rights, licenses, agreements, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any interest rate swap agreement, or other interest rate hedge agreement of any type executed by and between Mortgagor and Mortgagee; all Contracts referenced in Section 5.16 below (including inventory, equipment property management and any accessions theretoleasing agreements), instruments (including promissory notesarchitects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), documents, accountsgeneral intangibles, chattel paper (whether tangible electronic or electronictangible), deposit accountsinstruments, securities accountsdocuments, securities entitlementspromissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Xxxxxxxxx; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance claims premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and proceedsspecifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all general intangibles (including all payment intangibles) (each as defined in the UCC) replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files to the extent relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Uniform Commercial Code, as amended or words recodified from time to that effecttime in Loan No. 1002012 the State of New Jersey (“UCC”), notwithstanding that and is acknowledged and agreed to be a “mortgage” under the UCC. For such wording may be broader in scope than purposes, the collateral described in this Agreement. Immediately upon the occurrence addresses of (i) the Final Payout Date or (ii) the repurchase of any Receivable Mortgagor, as “debtor,” and Mortgagee, as “secured party,” are as set forth in Section 3.3(a) 7.11 of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationMortgage.

Security Interest. Subject only to the Capmark Security Interests and the Omega Security Interests (a) As the priorities with respect to each of which shall be as set forth in the Intercreditor Agreement applicable thereto), as security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment Liabilities when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor declared due, the Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lender a continuing security interest in, in and to all of the Borrower’s right, title and interest in, in and to the following property and under all of the followinginterests in property, whether now owned or existing or hereafter owned, existing arising or arising acquired, and wheresoever located (collectively, the “Collateral”): (ia) all Pool Receivablesof Borrower’s Accounts, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods Health-Care-Insurance Receivables (including inventory, equipment and any accessions theretoas defined in the Code), instruments (including promissory but excluding Government Accounts solely to the extent Borrower is restricted from granting a security interest in such Government Accounts pursuant to applicable Laws, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes), letters of credit, bills of lading, warehouse receipts, shipping documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter documents and documents of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedstitle, and all general intangibles (including all payment intangibles) of the Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, Software, Supporting Obligations and Payment Intangibles (each as defined in the UCC) and Code); (viiib) all proceeds ofof Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and all amounts received or receivable under any or all ofcredits and other claims against, the foregoing. The Administrative Agent Lender, or any other financial institution with which the Borrower maintains deposits; (for the benefit c) all of the Secured Parties) shall haveBorrower’s monies, with respect to and any and all other property and interests in property of the CollateralBorrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Financial Assets, Chattel Paper and Documents (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the Lender or any agent or affiliate of the Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to all the other Lender’s rights and remedies available to of setoff (which the Administrative Agent (for the benefit of the Secured PartiesBorrower acknowledges), all the rights and remedies balance of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property account or assets” or words to any amount that effect, notwithstanding that such wording may be broader in scope than owing from time to time by the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert Lender to the Borrower; provided, however, that promptly following written request therefor by (d) all insurance proceeds of or relating to any of the Borrower delivered to the Administrative Agent following any such terminationforegoing property and interests in property, and at all insurance proceeds relating to any key man life insurance policy covering the expense life of any officer or employee of Borrower; (e) all proceeds and profits derived from the operation of the Borrower’s business (including, without limitation, the Administrative Agent shall deliver proceeds of Government Accounts); (f) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the foregoing and to the Borrower written authorization for Borrower’s business; and (g) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any of the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase 749303375 18569090 and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As collateral security for the performance all of Client’s indebtedness and obligations to Supplier, whether matured or unmatured, absolute or contingent, now existing or hereafter arising (including, without limitation, under indemnity or reimbursement agreements or by the Borrower subrogation), and howsoever acquired by Supplier, whether arising directly between Client and Supplier or acquired by Supplier by assignment, including, without limitation, all obligations of all the terms, covenants Client to Supplier hereunder and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower ObligationsSupplier Documents, the Borrower Client hereby irrevocably assigns and transfers to Supplier, and grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Supplier a continuing security interest in, all of the BorrowerClient’s rightpersonal property and fixtures, whether now owned or hereafter acquired, whether now existing or hereafter created, and wherever located, including without limitation all of Client’s rights, title and interest interests in and to the following types of property: (i) accounts; (ii) cash and currency; (iii) chattel paper; (iv) contracts and contract rights, including without limitation all rights, title and interests in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts any and all amounts on deposit thereinfactoring agreements, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinincluding without limitation the Factoring Agreement, (v) the LC Collateral Account registered United States copyrights, all registrations and all amounts on deposit thereinrecordings thereof, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, applications in connection therewith (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventoryregistrations, equipment recordings and any accessions theretoapplications in the United States Copyright Office), instruments all renewals thereof and all licenses with respect thereto, (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), vi) deposit accounts; (vii) documents; (viii) equipment; (ix) financial assets; (x) fixtures; (xi) general intangibles; (xii) goods; (xiii) instruments; (xiv) inventory; (xv) investment property; (xvi) letter-of-credit rights; (xvii) letters patent of the United States or any other country and all reissues and extensions thereof, applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, and agreements, whether written or oral, providing for the grant by or to you of any right to manufacture, use or sell any invention covered by a letter patent; (xviii) securities accounts, accounts and securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, ; (xix) software; (xx) supporting obligations; (xxi) trademarks, moneytrade names, any corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other contract rights source or rights to business identifiers, and the payment of moneygoodwill associated therewith, insurance claims now existing or hereafter adopted or acquired, all registrations and proceedsrecordings thereof, and all general intangibles (including all payment intangibles) (each as defined applications in connection therewith, whether in the UCC) United States Patent and (viii) Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, all proceeds ofrenewals thereof, and all amounts received agreements, written or receivable under oral, providing for the grant by or to you of any right to use any such name, style, mxxx, logo or other source or business identifier; (xxii) other personal property of whatever type, (xxiii) all ofbooks and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) pertaining to any of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to (xxiv) all the other rights accessions and remedies available to the Administrative Agent (for the benefit all proceeds and products of the Secured Parties), all the rights any and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. You hereby grant BAS, BANA and each of our affiliates (acollectively, "BofA Entities") As a continuing security interest in, lien on, and right of set-off with respect to, all Financial Instruments and other property, including cash balances (collectively, "Property"), now or hereafter held or carried by any BofA Entity in your accounts, including any Property in transit or held by others on behalf of a BofA Entity and all proceeds of the foregoing, as collateral security for the payment and performance by the Borrower of all the termsyour obligations to any BofA Entity, covenants and agreements on the part of the Borrower to be performed now existing or hereinafter arising, whether or not such obligations arise under this Agreement or any other Transaction Document, including the punctual payment when due agreement between any BofA Entity and you and irrespective of the Aggregate Capital and number of accounts you may have with the BofA Entities or which BofA Entity holds such Property, together with all Interest in respect expenses of the Loans and all other Borrower ObligationsBofA Entities in connection therewith. In order to satisfy such obligations, the Borrower hereby grants each BofA Entity is authorized to the Administrative Agent for its benefit and the ratable benefit sell and/or purchase any Property in any of the Secured Partiesyour accounts, a continuing security interest in, all or to liquidate any open options or redeem money market funds in any of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature includingyour accounts, without limitationnotice. In enforcing this security interest, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) BofA Entity shall have, with respect to have all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under the Uniform Commercial Code ("UCC"). Each BofA Entity shall, without your further consent, comply with any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all orders or instructions of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely each other BofA Entity with respect to such ReceivableProperty, including any entitlement orders (as defined in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such terminationSection 8-102(a)(9) of the Administrative Agent, the Lenders and the other Credit Parties hereunder UCC). Each BofA Entity shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following hold any such terminationProperty both as secured party and, and at the expense for purposes of Section 8-106(d)(3) of the BorrowerUCC, as agent and bailee of each other BofA Entity. Each BofA Entity agrees that all Property held by it in connection with this Agreement shall be treated as a "financial asset" under Section 8-102(a)(9) of the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationUCC.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part Each of the Borrower following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter collectively referred to be performed under this Agreement or as the Purchased Items (the “Purchased Items”): (A) all Purchased Assets and all rights and security interests (but not the obligations) thereunder; (B) all Income and Cash Collateral, if any; (C) all Mortgage Loan Documents; (D) all Mortgage Asset Files, including, without limitation, all promissory notes, all Security Agreements relating to the Purchased Items and any other Transaction Documentcollateral pledged or otherwise, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans notes, certificates, instruments, negotiable documents, chattel mortgages and all other Borrower Obligationsloan, the Borrower hereby grants security or other documents relating to the Administrative Agent for its benefit such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title other books and interest in, to and under all of the following, whether now or hereafter owned, existing or arising records relating thereto; (collectively, the “Collateral”): (iE) all Pool Receivablescollateral, (ii) all Related Security security interests, rights and other interests under or with respect to such Pool Receivables, each Purchased Item; (iiiF) all Collections Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims, payments and proceeds thereunder; (H) all servicing fees to which such Seller is entitled and servicing and other rights relating to the Purchased Items; (I) all Servicing Agreements, Servicing Records, Servicing Files with respect to such Pool Receivablesthe Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (J) all Servicer Accounts established pursuant to any Servicing Agreement, (iv) Pooling and Servicing Agreement or otherwise with respect to the Lock-Boxes and Collection Accounts Purchase Items and all amounts on deposit therein, from time to time, related to the Purchased Items; (K) all rights of the Seller under any Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (L) all other agreements, instruments or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (M) insurance policies, certificates of insurance, insurance proceeds, and instrumentsthe rights to any insurance proceeds, if anyin each case to the extent they relate to the Purchased Items; (N) the Collection Account and the Homewood Interest Reserve and all monies, cash, deposits, securities or investment property from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit in the Collection Account and the Homewood Interest Reserve; (O) any collection account, escrow account, reserve account, collateral account or lock–box account related to the Purchased Items to the extent of any Seller’s or the holder’s interest therein, (v) the LC Collateral Account and including all amounts on deposit thereinmoneys, and all certificates and instrumentscash, if anydeposits, securities or investment property from time to time evidencing LC Collateral Account and amounts on deposit therein; (P) rights of the Seller under any letter of credit, guarantee or other credit support or enhancement related to the Purchased Items; (viQ) any Interest Rate Protection Agreements relating to the Purchased Items, including all payments due to the Seller, the Guarantor or any Affiliates of the foregoing thereunder; (R) all rights (but none purchase or take–out commitments relating to or constituting any of the obligationsforegoing; (S) all collateral, however defined, under any of the agreements between a Borrower under or an Affiliate on the Purchase one hand and Sale Agreement, the Seller on the other hand; (viiT) all other personal and fixture property or assets of the Borrower of every kind and nature including“general intangibles”, without limitation“accounts”, all goods (including inventory“chattel paper”, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), “deposit accounts”, “securities accounts”, securities entitlements, letter of credit rights, commercial tort claims, securities Master Repurchase Agreement (VFCC and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangiblesArbor) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.85

Security Interest. Subject only to the Omega Security Interests (a) As the priorities with respect to each of which shall be as set forth in the Intercreditor Agreement), as security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including Liabilities and the punctual payment Affiliate Term Loan Liabilities when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor declared due, the each Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent (for its benefit and the ratable benefit of the Secured PartiesLenders, Issuing Lenders and Administrative Agent) a continuing security interest in, in and to all of the such Borrower’s right, title and interest in, in and to the following property and under all of the followinginterests in property, whether now owned or existing or hereafter owned, existing arising or arising acquired, and wheresoever located (collectively, the “Collateral”): (ia) all Pool Receivablesof Borrower’s Accounts, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods Health-Care-Insurance Receivables (including inventory, equipment and any accessions theretoas defined in the Code), instruments (including promissory contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes), letters of credit, bills of lading, warehouse receipts, shipping documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter documents and documents of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedstitle, and all general intangibles (including all payment intangibles) of the Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, Software, Supporting Obligations and Payment Intangibles (each as defined in the UCCCode); (b) all of Borrower’s Deposit Accounts and other deposit accounts (viiigeneral or special) with, and credits and other claims against, the Lender, or any other financial institution with which the Borrower maintains deposits; (c) all of the Borrower’s monies, and any and all other property and interests in property of the Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Financial Assets, Chattel Paper and Documents (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of Administrative Agent or any Lender or any agent or affiliate thereof in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Administrative Agent’s and each Lender’s rights of setoff (which the Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by Administrative Agent or any Lender to the Borrower; (d) all insurance proceeds of or relating to any of the foregoing property and interests in property, and all insurance proceeds relating to any key man life insurance policy covering the life of any officer or employee of Borrower; (e) all proceeds ofand profits derived from the operation of the Borrower’s business (including, without limitation, the proceeds of Government Accounts); (f) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the foregoing and to the Borrower’s business; and (g) all accessions, improvements and additions to, substitutions for, and all amounts received or receivable under replacements, products, profits and proceeds of any or all of, of the foregoing. The Administrative Agent (for acknowledges that it will not have control over or right of setoff against the benefit Deposit Accounts into which any Government Accounts of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available Borrower are directly paid to the Administrative Agent (for the benefit extent such control or right of the Secured Parties)setoff is or would be prohibited by applicable Healthcare Laws, all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by as soon as any such prohibition or restriction lapses or is legally removed the Borrower delivered shall immediately take such all actions as are reasonably necessary to provide the Administrative Agent following any with control over and/or the right of setoff against such termination, and Deposit Accounts (at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination’s cost).

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementAgreements, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. 50 The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale AgreementDate, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As Trustor grants and assigns to Beneficiary a security for the interest to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Trustor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes the Absolute Assignment of Rents and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and Leases); all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsimpounds, securities entitlementsaccounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Trustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Property; all advance payments of insurance claims premiums made by Trustor with respect to the Property; all plans, drawings and proceedsspecifications relating to the Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any Loan Document, all reserves, impounds, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof; together with all general intangibles (including all payment intangibles) (each as defined in the UCC) replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing, and all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above-described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Deed of Trust constitutes a fixture filing under the California Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of time (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i“UCC”), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) 4.1. As security for the performance by the Borrower prompt performance, observance and payment in full of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower we hereby grants grant to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, you a continuing security interest in, a lien upon and a right of setoff against, and we hereby assign, transfer, pledge and set over to you the following (which together with any of our other property in which you may at any time have a security interest or lien, whether pursuant to any Supplement, or otherwise, are herein collectively referred to as the "Collateral"): All present and future (a) Accounts; (b) moneys, securities and other property and the proceeds thereof, now or hereafter held or received by, or in transit to, you from or for us, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of our deposits (general or special), balances, sums and credits with you at any time existing; (c) all of our right, title and interest, and all of our rights, remedies, security and liens, in, to and in respect of the Borrower’s Accounts and other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lien or secured party, guaranties or other contracts of suretyship with respect to the Accounts, deposits or other security for the obligation of any Account Debtor, and credit and other insurance; (d) all of our right, title and interest in, to and under in respect of all of the followinggoods relating to, whether now or hereafter ownedwhich by sale have resulted in, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes)described in invoices, documents, accountscontracts or instruments with respect to, chattel paper or otherwise representing or evidencing, any Accounts or other Collateral, including, without limitation, all returned, reclaimed or repossessed goods; (whether tangible or electronic), e) all deposit accounts; (f) all books, securities accountsrecords, securities entitlementsledger cards, letter of credit rightscomputer programs, commercial tort claimsand other property and general intangibles evidencing or relating to the Accounts and any other Collateral or any Account Debtor, securities and together with the file cabinets or containers in which the foregoing are stored ("Records"); (g) all other investment propertygeneral intangibles of every kind and description, supporting obligationsincluding, moneywithout limitation, any other contract rights or rights to the payment of money, insurance claims trade names and proceedstrademarks, and the goodwill of the business symbolized thereby, patents, copyrights, licenses and Federal, State and local tax refund claims of all general intangibles (including all payment intangibles) (each as defined in the UCC) kinds and (viiih) all proceeds ofof the foregoing, and all amounts received in any form, including, without limitation, any claims against third parties for loss or receivable under damage to or destruction of any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent Administrator for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Boxes, Lock-Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viivi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all 749336112 22708133 payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for the payment and performance by the Borrower of all the terms, covenants and agreements on the part Obligations of the Borrower Credit Parties to be performed under this Agreement or any other Transaction Documentthe Bank, including the punctual payment when due Bank shall have and each of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Borrowers hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Bank a continuing security interest in, in and lien on all personal property of the Borrower’s rightBorrowers of every kind and description, title and interest in, to and under all of the followingtangible or intangible, whether now or hereafter ownedexisting, existing whether now owned or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinhereafter acquired, and wherever located, including but not limited to the following: all certificates inventory of the Borrowers; all furniture, and similar property of the Borrowers; all Accounts of the Borrowers; all contract rights of the Borrowers; all other rights of the Borrowers, including, without limitation, amounts due from Affiliates, tax refunds, and insurance proceeds; all files, records (including, without limitation, computer programs, tapes and related electronic data processing software) and writings of the Borrowers or in which any of the Borrowers has an interest in any way relating to the foregoing property; all goods, instruments, if anydocuments of title, from time to time evidencing such Lock-Boxes policies and Collection Accounts and amounts on deposit thereincertificates of insurance, (v) securities, chattel paper, deposits, cash or other property owned by the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none Borrowers or in which any of the obligationsBorrowers has an interest (excluding Escrowed Funds other than Pledged Escrow Proceeds) which are now or may hereafter be in the possession of the Borrower under Bank or as to which the Purchase and Sale Agreement, (vii) Bank may now or hereafter control possession by documents of title or otherwise; all other personal and fixture property or assets general intangibles of the Borrower of every kind and nature Borrowers (including, without limitation, all goods (including inventorypatents, equipment trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks, and copyrights of any person; and any accessions theretorights of the Borrowers to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 7.1); any other property, instruments (including promissory notes)real or personal, documents, accounts, chattel paper (whether tangible or electronic)intangible, deposit accountsin which any of the Borrowers now has or hereafter acquires a interest or which is now or may hereafter be in the possession of the Bank; any sums at any time credited by or due from the Bank to the Borrowers, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities including deposits; and all other investment property, supporting obligations, money, any other contract rights or rights to the payment proceeds and products of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. Debtor hereby grants, bargains, sells, and conveys unto Secured Party a security interest in and to all of the following property now owned or at any time hereafter acquired by the Debtor or in which Debtor now has or at any time in the future may acquire any right, title or interest therein (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising inventory (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds ofstock in trade of Debtor, and all amounts received other property of the same or receivable similar nature now owned or hereafter acquired by Debtor, together with all proceeds as defined in the UCC and products thereof and replacements therefor ("Inventory"), (b) all material items of furniture, fixtures and leasehold improvements of Debtor, now owned or hereafter acquired, together with all proceeds as defined in the UCC and products thereof and replacements therefor ("Furniture, Fixtures and Leasehold Improvements"), (c) equipment, appliances and machinery, now owned or hereafter acquired by Debtor, and which are necessary for the operation of the Debtor's business, as presently conducted, together with all proceeds as defined in the UCC and products thereof and replacements therefor ("Equipment"), (d) all accounts, goods, documents, instruments, contract rights, and chattel paper (in each case as defined in the UCC) ("Accounts") and all proceeds (as defined in the UCC) thereof, (e) general intangibles, including without limitation, goodwill, inventions, designs, patents, trademarks or service marks or applications therefor, trade names, rights under license, franchise or other agreements, interests arising from leases, purchase agreements or other contracts covering real or personal property, tax refunds or claims therefor, warranty or guaranty claims, condemnation awards or proceeds, security interests or other security or collateral, all other personal property of any kind or nature and any right, title or interest therein, all ofbooks, records, credit files, customer lists, computer programs, printouts, software, manuals, data, materials and records pertaining to any of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights insurance policies insuring any of the foregoing and all proceeds (as defined in the UCC ) thereof ("Intangibles") investment property, chattel paper (including tangible and electronic chattel paper), deposit accounts , payment intangibles and healthcare insurance receivables (in each case, as defined in the UCC). The Inventory, Furniture, Fixtures and Leasehold Improvements, Equipment, Accounts and Intangibles are hereafter referred collectively as the "Collateral." The tangible personal property included in the Collateral includes, but is not limited to, property located at the locations identified on EXHIBIT "A". "UCC" shall mean the Uniform Commercial Code as in effect on the date hereof in the State of Oklahoma, provide that to the Collateral shall revert extent any terms herein are defined in revisions to such Uniform Commercial Code that will be effective as of July 1, 2001, for such purposes, references to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered UCC shall be to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationrevised Uniform Commercial Code.

Security Interest. (a) As security for To secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentObligations when due, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Silicon a continuing security interest in, in all of the Borrower’s right, title and 's interest in, to and under all of in the following, whether now owned or hereafter ownedacquired, existing and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, and General Intangibles, (but expressly excluding all of Borrower's Intellectual Property as set forth below), all of Borrower's Deposit Accounts, and all money, and all property now or arising at any time in the future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “"Collateral”): "). The security interest granted herein shall be a first priority security interest in the Collateral. After the occurrence and during the continuance of a Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Silicon. The Collateral does not include: any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, and a certain License Agreement between the Massachusetts Institute of Technology and Borrower dated September 28, 1993, as amended, relating to the technology of Assessing Myocardial Electrical Stability, now owned or hereafter acquired (the "Intellectual Property"). Notwithstanding the foregoing, the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing intellectual property. Notwithstanding the foregoing provisions of this Section 2.1, the within grant of a security interest shall not extend to, and the term "Collateral" shall not included Restricted Collateral, to the extent that (i) all Pool Receivablessuch Restricted Collateral is not assignable or capable of being encumbered as a matter of law or under the terms of the Restricted Collateral (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the non-Borrower parties to the Restricted Collateral and (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrowerconsent has not been obtained; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.foregoing SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT