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 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 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 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 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 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 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 a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Borrower Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of all Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the termsPurchased Mortgage Loans (including, covenants without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and agreements on any proceeds (including the part related securitization proceeds) and distributions with respect to any of the Borrower to be performed under this Agreement or foregoing and any other Transaction Documentproperty, 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 rightrights, title and interest inor interests as are specified on a Transaction Request and/or Asset Confirm, to and under in all of the followinginstances, whether now owned or hereafter ownedacquired, now existing or arising hereafter created (collectively, the “CollateralRepurchase 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 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 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. The Assignment constitutes either (ax) As security for a valid transfer and assignment to the performance by the Borrower Trustee 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 inof the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and under all proceeds of any of the foregoing and all of such property will be held by the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): Trust free and clear of any Lien except for (i) all Pool ReceivablesLiens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all Related Security monies due or to become due with respect to such Pool Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (iiias defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated pursuant to the Assignment, all Collections Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement 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 limitationAdditional Accounts, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible monies due 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 become due with respect to such Receivables (including all payment intangibles) Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (each as defined in the UCCUCC as in effect in the applicable jurisdiction) and (viii) all proceeds ofof any of the foregoing, and all amounts received or receivable under any or all ofupon such creation, the foregoing. The Administrative Agent Trust shall have a first priority perfected security interest in such property (for the benefit of the Secured Parties) shall have, with respect subject 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(a9-315(c) of the Purchase and Sale Agreement, the Collateral, UCC as in effect in the case of clause (iapplicable jurisdiction), 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 terminationexcept for Liens permitted under subsection 2.05(b) of the Administrative Agent, the Lenders Pooling 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 terminationServicing Agreement.

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. 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 This Mortgage constitutes a “security for agreement” on personal property within the performance by the Borrower of all the terms, covenants and agreements on the part meaning of the Borrower to be performed under this Agreement or any UCC and 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, applicable Law with respect to all existing or hereafter acquired “as-extracted collateral,” “Mineral Interests,” “Improvements,” “Premises,” “Fixtures,” “Leases,” “Rents,” “Personalty,” “Permits,” “Proceeds,” “Deposit Accounts,” “Tax Refunds,” “Insurance” and “Condemnation Awards,” each as defined herein. To this end, Mortgagor grants to Mortgagee a security interest in all existing or hereafter acquired “as- extracted collateral,” “Mineral Interests,” “Improvements,” “Premises,” “Fixtures,” “Leases,” “Rents,” “Personalty,” “Permits,” “Proceeds,” “Deposit Accounts,” “Tax Refunds,” “Insurance” and “Condemnation Awards,” to secure the Collateral, payment and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit performance of the Secured Parties)Obligations, and agrees that Mortgagee shall have 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 UCC with respect to such Receivableproperty. Any notice of sale, in disposition or other intended action by Mortgagee with respect to all existing or hereafter acquired “as-extracted collateral,” “Mineral Interests,” “Improvements,” “Premises,” “Fixtures,” “Leases,” “Rents,” “Personalty,” “Permits,” “Proceeds,” “Deposit Accounts,” “Tax Refunds,” “Insurance” and “Condemnation Awards” or other Mortgaged Property, sent to Mortgagor at least ten (10) days prior to any action under the case of clause (ii), UCC shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated constitute reasonable notice 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 terminationMortgagor.

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 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 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 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. 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 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 collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a continuing security interest in, all of the BorrowerSeller’s right, title and interest inin and to (A) the Originator Purchase Agreement, to and under all of the followingincluding, whether now or hereafter ownedwithout limitation, existing or arising (collectively, the “Collateral”): (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement, (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool Receivablesthe Originator Purchase Agreement, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under the Originator Purchase Agreement, 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 right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all amounts on deposit thereinother assets, 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)paper, deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities instruments 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 those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, (C) the Lock-Box Accounts and the Cash Collateral Account and (viiiD) to the extent not included in the foregoing, all proceeds of, of 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 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 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 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 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 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 Revolving 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 Parties, 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 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 the 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, the Administrative Agent or any Lender, or any other financial institution with which the Borrower maintains deposits; (d) all of the 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 or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haveBorrower’s Tangible Chattel Paper, with respect to all the CollateralDocuments, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in addition to all the other rights and remedies available to the Administrative Agent Code); (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 “e) all of the debtorBorrower’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 Inventory and Equipment and motor vehicles and trucks; (if) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) all of the Purchase Borrower’s monies, and Sale Agreementany and all other property and interests in property of the Borrower, the Collateralincluding, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the case of clause (iCode), now or hereafter coming into the applicable Receivable and any Related Security solely with respect to such Receivableactual possession, 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) custody or control of the Administrative Agent, 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 Lenders Administrative Agent’s and each Lender’s rights of setoff (which the other Credit Parties hereunder shall terminateBorrower acknowledges), all without delivery the 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; (g) all insurance proceeds of or relating to any of the foregoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of Borrower; (h) all proceeds and profits derived from the operation of the Borrower’s business; (i) 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 (j) 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 (as defined in the Revolving Loan Agreement) 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 DM3\2429630.8 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 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. (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 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 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 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 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 Grant of Security Interest and Cross-Collateralization. Buyer and the Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Borrower Sellers of all the terms, covenants and agreements on the part of the Borrower Sellers' obligations to be performed Buyer under this Agreement or any other Transaction Documentand the Transactions entered into pursuant to this Agreement, both Sellers grant Buyer, on a cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Loans, including the punctual payment when due indebtedness of Obligors and the Aggregate Capital Underlying Assets, including all Manufactured Homes now owned or hereafter acquired, as collateral for Floorplan Loans and all Interest in respect of the Loans MH Loans, and all other Borrower Obligationscollateral provided as security for the Purchased Loans; Servicing Agreements, the Borrower hereby grants Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Administrative Agent for its benefit Purchased Loans, Income, any and all Hedgxx, xxl Insured Closing Letters and the ratable benefit of the Secured Parties, a continuing security interest in, Escrow Instructions covering any or all of the Borrower’s rightLoans, 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) and the Lock-Boxes and Collection Blocked Accounts and all amounts on deposit therein, any and all certificates collection accounts and instrumentsescrow accounts relating to the Purchased Loans, if anyall MH Contracts, 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 thereinDealer Financing Agreements, and all certificates and instrumentsother Loan Agreements, 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 limitationLoan Documents, all goods (including inventoryConsignment Agreements, equipment sale contracts, security agreements, the right to payment of interest or finance charges and collateral securing such obligations, and any accessions thereto)other contract rights, instruments (including promissory notes)and other assets relating to the Purchased Loans or any interest in the Purchased Loans, documentswhether constituting real or personal property, accounts, chattel paper (whether tangible paper, equipment, goods, instruments, general intangibles, inventory or electronic)proceeds, deposit accountsor securities backed by or representing an interest in such Loans, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and any and all other investment propertyreplacements, supporting obligationssubstitutions, money, distributions on or Proceeds of 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 foregoing (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 Agreementcollectively, 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 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 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 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 Each of the Borrower to be performed under this Agreement following items or any other Transaction Document, including the punctual payment when due types 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 followingproperty, whether now owned or hereafter ownedacquired, now existing or arising (hereafter created and wherever located, is hereinafter referred to as a “Purchased Item” and all of them are collectively, the “CollateralPurchased Items”): : all Mortgage Loans, all rights under each Purchase Agreement (i) but not the obligations thereunder), all Pool ReceivablesInterest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (ii) as defined in Section 24(c)), all Related Security with respect Servicing Agreements relating to the Mortgage Loans and any other collateral pledged hereunder or otherwise relating to such Pool ReceivablesMortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (iiiissued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all Collections with respect servicing fees to which such Pool ReceivablesSeller is entitled and servicing and other rights relating to the Mortgage Loans, (iv) the Lock-Boxes and Collection all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all certificates and instruments, if any, monies from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinin the Collection Account, (v) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, Uniform Commercial Code as in effect from time to time evidencing LC Collateral Account relating to or constituting any 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 foregoing, and any and all replacements, substitutions, distributions on 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 proceeds of any Receivable as set forth in Section 3.3(a) and all 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 collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, Yield, Capital, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesBanks, and hereby grants to the Agent for its benefit and the ratable benefit of the Banks, a continuing security interest in, all of the BorrowerSeller’s right, title and interest inin and to (A) the Originator Purchase Agreement and the Undertaking (Originator), including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (iii) all rights of the Seller to receive proceeds of any insurance (including, without limitation, the right to receive Insurance Proceeds), indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, goods, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Boxes and Deposit Accounts, and any funds on deposit in any such account, (D) all other property now or hereafter owned by the Seller, including without limitation all accounts, chattel paper, general intangibles, inventory, equipment and other goods, documents, investment property and instruments, and (E) to the extent not included in the foregoing, all proceeds of any and all of the followingforegoing (the foregoing, 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 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 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 Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, to secure the Agent and the Buyers in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Agent for the benefit of Buyers as security for the performance by the Borrower of all the terms, covenants and agreements on the part Sellers of the Borrower Obligations, and hereby presently grants, assigns and pledges to be performed the Agent for the benefit of Buyers, a fully perfected first priority security interest in the Purchased Assets, the related records and all servicing rights related to the Purchased Assets, the Repurchase Documents relating to the Purchased Assets, any Property relating to any Purchased Asset or to its related Mortgaged Property, any Approved Investor Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including any payments or proceeds under this Agreement any related primary insurance or hazard insurance; any Income relating to any Purchased Asset, the Collection Account, the Settlement Account, the Operating Account and any other contract rights, deposit accounts (excluding any Interest Rate Protection Agreements but including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges), payment intangibles and other general intangibles to the extent that the foregoing relate to any Purchased Asset; and any other assets relating (i) to the Purchased Assets (including any other accounts) or any other Transaction Documentinterest in the Purchased Assets, including (ii) to the punctual payment when due servicing of the Aggregate Capital Purchased Assets, (iii) to Sellers’ interest under the related Servicing Agreement, (iv) to all collateral for any of the Purchased Assets and all Interest (v) to distributions in respect of the Loans Purchased Assets; and all any other Borrower Obligationsproceeds, the Borrower hereby grants property, rights, title or interests with respect to the Administrative Agent for its benefit and the ratable benefit any of the Secured Partiesforegoing, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the followinginstances, whether now owned or hereafter ownedacquired, now existing or arising hereafter created (collectively, the “CollateralRepurchase 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 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 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 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 of all the terms, covenants and agreements on the part Each of the Borrower to be performed under this Agreement following items or any other Transaction Document, including the punctual payment when due types 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 followingproperty, whether now owned or hereafter ownedacquired, now existing or arising hereafter created and wherever located, is hereinafter referred to as (collectively, the “CollateralPurchased Items”): all Mortgage Assets, all rights under each Purchase Agreement (i) but not the obligations thereunder), all Pool ReceivablesMortgage Asset Files, (ii) including without limitation all Related Security with respect promissory notes included therein, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Pool ReceivablesMortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (iiiissued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all Collections with respect servicing fees to such Pool Receivableswhich the Seller is entitled and servicing and other rights relating to the Mortgage Assets, (iv) the Lock-Boxes and Collection all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all certificates monies and instruments, if any, investment property from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinin, (v) or credited to, 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 limitationControlled Accounts, all goods securities accounts to which any Purchased Assets consisting of “securities” or “security entitlements” (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)have been credited, all Interest Rate Protection Agreements, if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “instruments” and “investment property” as defined in the rights UCC relating to or constituting 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 foregoing, and any and all replacements, substitutions, distributions on 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 proceeds of any Receivable as set forth in Section 3.3(a) and all 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 Subject to the performance by terms and conditions of the Borrower Intercreditor Agreement, to secure the timely repayment of the principal of, and interest on, the Promissory Notes, 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 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 grants to the Administrative Agent GWG Trust, for its benefit and the ratable benefit of the Secured Parties, a continuing continuing, senior 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 arising: (collectivelyA) the equity and beneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the “Collateral”): Borrower, (iB) 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) bank accounts of the Borrower under and all funds, investments and other items of value therein, including the Purchase and Sale AgreementLifeNotes Account, (viiC) to the extent permitted by Applicable Law, 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 (viiiD) all proceeds of, and all amounts received or receivable under with respect to any or all of, the foregoing. In addition, subject to the terms of the pledge agreements in favor of GWG Trust, each of the parties set forth in Schedule 1.0 agrees to pledge each of the equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to secure the timely repayment of the principal of, and interest on, the Promissory Notes. All of the rights and assets described in the foregoing sentences are herein referred to collectively as “Collateral”. The Administrative Agent (Borrower, and the owners set forth in Schedule 1.0 shall, and the Borrower, and the owners set forth in Schedule 1.0 shall cause GWG Trust to, file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the GWG Trust reasonably requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and the owners set forth in Schedule 1.0 hereby authorize GWG Trust to file such financing statements as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Borrower of all of the Borrower’s Loans then outstanding or the terms for release under the pledge agreement, the security interest in the Collateral related thereto 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), Lenders 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 terminationGWG Trust.

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 Secured Obligations described in respect of the Loans and all other Borrower Obligationssection 2 hereof, the Borrower Company hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Party a continuing security interest in, in and lien on all of the Borrower’s tangible and intangible personal property and fixtures of the Company, including the property described below, whether now owned or existing, or hereafter acquired or arising, together with any and all additions thereto and replacements and proceeds thereof (hereinafter referred to collectively as the "Collateral"): (i) all inventory, goods, merchandise, raw materials, supplies, goods in process, finished goods and other tangible personal property held by the Company for processing, sale or lease or furnished or to be furnished by the Company under contracts of service or to be used or consumed in the Company's business (the foregoing items in this clause (i) being sometimes herein referred to collectively as "Inventory"); (ii) all accounts, accounts receivable and Note, drafts, acceptances and other instruments representing or evidencing a right to payment for goods sold or leased or for services rendered whether or not earned by performance (the foregoing items in this clause (ii) being sometimes herein referred to collectively as "Accounts Receivable"), as well as all right, title and interest in, to and under all of the followingCompany in the goods and services which have given rise thereto, whether now or hereafter owned, existing or arising (collectively, including the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, right of stoppage in transit; (iii) all Collections with respect to general intangibles of the Company, including without limitation, goodwill and all present and future intellectual property rights of the Company, including without limitation, all trademark rights, all copyright rights, all patent rights, all trade secrets, all know-how, and all causes of action arising under all such Pool Receivables, intellectual property rights; (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 Company's chattel paper of every kind and nature includingdescription, without limitation, including all goods additions thereto and substitutions therefor; (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 v) all other investment property, supporting obligations, money, any other contract rights or rights of the Company to the payment of money, insurance claims and proceedsincluding without limitation, and all general intangibles amounts due from affiliates (including all payment intangibles) (each as defined amounts due from HB Capital, Inc. in respect of loans and advances by the UCC) and (viii) all proceeds of, and all amounts received Company 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 PartiesBorrowers), all the rights tax refunds of every kind and remedies of a secured party nature including loss carryback refunds, insurance proceeds, 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 partyfactoring agreements, and all rights to deposits or advance payments; (vi) all customer lists, files, records (including without limitation computer programs, disks, tapes and related electronic data processing media) and writings of the Collateral shall revert Company or in which the Company has an interest in any way relating to the Borrowerforegoing property and all rights of the Company to retrieval from third parties of electronically processed and recorded information pertaining to any of such property; provided(vii) all of the Company's documents and instruments (whether negotiable or non-negotiable); (viii) all of the Company's cash, howeverdeposits, that promptly following written request therefor certificates of deposit and securities (whether certificated or uncertificated); (ix) all funds in the Lockbox Account (as hereinafter defined) and all funds and investments in any other collateral account or accounts maintained from time to time by the Borrower delivered to Company with the Administrative Agent following Secured Party; (x) all guaranties and security for any such termination, and at the expense of the Borrowerforegoing; and (xi) all of the Company's equipment, 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 machinery, fixtures, furniture and such other documents as the Borrower shall reasonably request to evidence such terminationoffice supplies.

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 payment or ------------------ performance, as the Borrower of all the termscase may be, covenants and agreements on the part of the Borrower Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to be performed under this Agreement or any other Transaction Documentthe Security Agent, including its successors and its assigns, for the punctual payment when due 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 Security Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s such Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"). Without limiting the generality of ----------------- the foregoing, the Borrower hereby assigns, as collateral security, to the Security Agent all its right, title and interest in, to and under the Acquisition Agreements, the Trademark Agreements and the Transaction Agreement (which assignment also shall constitute part of the followingSecurity Interest). The Security Agent is hereby authorized to file one or more financing statements, whether now continuation statements, filings with the United States Patent and Trademark Office or hereafter ownedUnited States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, existing confirming, continuing, enforcing or arising protecting the Security Interest granted by each Grantor, without the signature of any Grantor, naming any Grantor or the Grantors as debtors and the Security Agent as secured party. Anything in this Section 2.01 to the contrary notwithstanding, no Grantor shall be deemed to have borrowed, sold, conveyed, assigned, set over, mortgaged, pledged, hypothecated or transferred, or to have granted a security interest in, any contract right (collectivelyincluding any lease), or in any of such Grantor's right, title or interest therein, thereto or thereunder, if any such action, without the consent of a third party thereto, would constitute a breach or other contravention thereof; provided that the foregoing shall not apply to the Acquisitions Agreements, the “Collateral”): Trademark Agreements (i) all Pool Receivables, except for the agreements referred to in clause (ii) all Related of the definition thereof), the Transaction Agreement or the partnership agreement of any partnership that is a Subsidiary. The Grantors shall use their best efforts, upon the request of the Security Agent, to obtain the consent of any such third party required with respect to such Pool Receivablesany contract right which is material, (iii) individually or in the aggregate, to the business, condition or prospects of any Grantor. The Grantors agree at all Collections times to keep accurate and complete accounting records 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, including a record of all payments 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 terminationProceeds received.

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, whether or not such obligations are related to the Loan described in this Agreement, by class, or kind, or 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 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) for charges made by customers of Borrower via any payment card devices (i. e. credit card, debit card, charge card, etc.); and (ii) all other tangible and intangible personal property, including, but not limited to: (a) inventory, equipment (b) equipment, (c) 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, (d) instruments, including promissory notes (e) chattel paper, including tangible chattel paper and electronic chattel paper, (f) documents, (g) letter of credit rights, (h) accounts, including health-care insurance receivables and credit card receivables, (i) deposit accounts, G) commercial tort claims, securities (k) general intangibles, including payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights software and (l) 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 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 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. (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 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. 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 Grantor grants and assigns to Grantee 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)accounts, instruments cash receipts, deposit DEED TO SECURE DEBT (including promissory notes)GEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113557/Store No. 613 accounts, impounds, accounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, accountspromissory notes, chattel paper (whether tangible or electronic)drafts, deposit accounts, securities accounts, securities entitlementsletters 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 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 Grantee, whether or not disbursed; all funds deposited with Grantee 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 Security Deed is acknowledged and agreed to be a security agreement under the Georgia 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 Security Deed, (ii) the repurchase of any Receivable Grantee is the “secured party” and its address is as set forth in Section 3.3(aon page 1 of this Security Deed 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 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 Boxes, the Blocked Accounts and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes Boxes, Blocked Accounts 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 110 751200428 00000000 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 Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller's obligations to be performed Buyer under this Agreement and the Transactions entered into pursuant to this Agreement, Seller grants Buyer, as collateral security for any obligations outstanding under this Agreement, any outstanding Transactions, any asset backed warehouse financing agreements or any other Transaction Documentrepurchase agreements between Buyer or any of its Affiliates on the one hand and Seller or any of its Affiliates on the other hand, including a first priority security interest in the punctual payment when due of the Aggregate Capital Purchased Assets and all Interest distributions in respect of the Loans and all other Borrower Obligationsthereof, the Borrower hereby grants to the Administrative Agent for its benefit proceeds of any and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s rightforegoing, title Servicing Agreements and any other arrangement for the servicing of the Purchased Assets (including the right to contract for servicing), Servicing Records, servicing fees, insurance, guarantees, indemnities and warranties and proceeds thereof, relating to the Purchased Assets, Income, collections, custodial accounts and escrow accounts relating to the Purchased Assets and any other contract rights (including the right to receive principal and interest in, to and under all of the following, whether now payments or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security finance charges with respect to the Purchased Assets and the right to enforce such Pool Receivablespayments, and the collateral securing such obligation), the Asset Documents and other agreements or arrangements of whatever character from time relating to the Purchased Assets, security agreements, financing statements, general intangibles, investment property, inventory, instruments, chattel paper, equipment, goods, accounts and other assets, whether real or personal property, relating to the Purchased Assets or any interest in the Purchased Assets (iii) all Collections with respect to such Pool Receivablesincluding, (iv) without limitation, the Lock-Boxes Collateralized Notes and Collection Accounts the indebtedness evidenced thereby 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 collateral security therefor including, without limitation, all goods (including inventorysecurity agreements, equipment and any accessions thereto)mortgage loans, instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter deeds of credit rights, commercial tort claims, securities trusts and all other investment propertyassets and properties securing such Collateralized Notes), supporting obligationssecurities backed by or representing an interest in such Purchased Assets, moneyTakeout Commitments and all collateral of Seller, any other contract rights or rights however defined, held from time to the payment of money, insurance claims and proceedstime by Buyer, and any and all general intangibles replacements, substitutions, distributions on or proceeds of any and all of the foregoing (including collectively, the "Collateral"). Seller represents that with respect to all payment intangibles) (each as defined Purchased Assets in the UCC) and (viii) all proceeds ofform of a participation certificate or other instrument evidencing ownership of an underlying pool of assets there has been a UCC-1 financing statement filed evidencing the security interest of the issuer, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haveholders of such certificate or instrument, in such pool of assets, including any chattel paper related to such assets. Seller also represents that, with respect to all Collateralized Notes subject to Transactions, a UCC-1 financing statement has been filed and is in effect naming Seller 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 the collateral securing 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 terminationCollateralized Notes.

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 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, (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. (b) 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. (c) 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 sole 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. Section 5.06.

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; 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 Swap Agreement, including, without limitation, the Existing Swap; 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 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 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. (a) As Buyer and the Seller intend that the Transactions hereunder be sales to Buyer of Seller's beneficial right, title and interest in and to the Purchased Student Loans (legal title shall remain with the related AMS Trust) and not loans from Buyer to Seller secured by the Purchased Student Loans. However, in order to preserve Buyer's rights under this Agreement, in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller's obligations to be performed Buyer under this Agreement or and the Transactions entered into pursuant to this Agreement, Seller grants (which grant is made with respect to the Purchased Federal Student Loans to the related Eligible Lender Trustee for the benefit of Buyer) a first priority security interest in the Seller's beneficial interest in Purchased Student Loans, any proceeds thereof, the Collection Account, to the Servicing Agreements to the extent they pertain to the Purchased Student Loans, all rights with respect to the related Guarantee Agreements, and all servicing records pertaining to Purchased Student Loans, owned by Seller, including but not limited to any and all files, documents, records, data bases, computer tapes, copies of computer tapes, closing documentation, payment history records, and any other Transaction Documentrecords relating to or evidencing the servicing of Purchased Student Loans (the "Servicing Records"), including the punctual payment when due LCPI Purchased Student Loans and which grant includes as to Federal Student Loans, the grant by the related AMS Trustee, which the related AMS Trustee hereby makes at the instruction of the Aggregate Capital and all Interest Seller, to the related Eligible Lender Trustee of a first priority security interest in respect of legal title to the Federal Student 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 Purchased Federal Student Loans held by 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 Collateralrelated AMS Trust, and in addition to each case 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 terminationproceeds thereof.

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 Grantor hereby grants and assigns to the Administrative Agent for its benefit Bank a security interest, to secure payment and the ratable benefit performance of the Secured Parties, a continuing security interest in, all of the Borrower’s rightObligations, title and interest in, to and under in 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, 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 land described in Exhibit “A” attached to the Security Deed 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 Grantor; 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 Grantor with respect to the UCC) Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and (viii) specifications relating to the Subject Property; all loan funds held by Bank relating to the Subject Property, whether or not disbursed; all funds deposited with Bank pursuant to any loan agreement relating to the Subject Property; 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 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 security The Loan is being made for the performance by purpose of providing the Borrower with additional working capital. To induce Lender to grant the Loan, Borrower hereby grants to Lender a continuing security interest in the following: All of Borrower's tangible and intangible personal property, whether now owned or hereafter acquired, including all materials, equipment, goods, inventory, accounts, accounts receivable, contract rights, chattel paper, general intangibles and amounts owed by other customers, regardless of whether or not they constitute proceeds of other collateral; all choses in action, cash, securities, documents, documents of title, instruments, deposits, debts, refunds, policies and certificates of insurance, obligations and liabilities in whatever form owing from any person, corporation, or other legal entity, including all replacements and substitutions therefor or accessions thereto; all books, records, evidences of title, good will and all papers pertaining to the operation of the Borrower's business; all federal, state and local tax refunds and/or abatements and any loss carry-back tax refunds; all patents, patent rights, copyrights, trade secrets, know-how, trade names, trademarks, service marks, logos, registrations, customer lists, computer programs, and assignments of patents; all fixtures, leases, any and all equipment leases, rentals and other sums payable thereunder, other chattel paper, purchase option payments, lessor's interest in leased equipment and insurance proceeds; any replacements or substitutions thereof, whether now existing or hereafter acquired by lessor; licenses, if any; all liens, guaranties, securities, rights, remedies and privileges pertaining to all of the foregoing, all property allocable to unshipped orders, and all merchandise returned by or reclaimed by or repossessed from customers, all rights of stoppage in transit, replevin, repossession and reclamation, and all other rights of an unpaid vendor or lienor; and all interest of the Borrower in goods or merchandise as to which an account receivable for goods sold or delivered has arisen (collectively, the "Collateral"). The security interest of Lender in the Collateral and all other security granted to the Lender as collateral for the Loan shall secure the payment and performance of all liabilities and obligations of Borrower to Lender of every kind and description, direct, absolute or contingent, due or to become due, pursuant to and in connection with the terms, covenants Note and agreements on the part all other obligations 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, Lender whether now or hereafter owned, existing or arising hereinafter acquired (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 theretohereinafter called "Obligations"), 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. 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 the 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 Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the followingLiabilities, whether now existing or hereafter ownedincurred, existing whether direct or arising (collectivelyindirect, absolute or contingent, due or to become due, and based on the authorization of the DIP Orders, the “Collateral”): (i) all Pool ReceivablesBorrowers hereby grant to the Lender, (ii) all Related Security with respect pursuant 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 obligationsSection 364(c) of the Borrower under the Purchase Bankruptcy Code, a valid, perfected and Sale Agreement, (vii) enforceable security interest in and lien upon all other personal and fixture property or assets of the Borrower Borrowers or their bankruptcy estates of every any kind and or nature whatsoever, whether now existing or hereafter acquired or arising, including, without limitationbut not limited to, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountscontracts, securities accounts, securities entitlements, letter of credit contract 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 intangiblesintellectual property and all rights, registrations and applications relating thereto), goods, equipment, inventory, vehicles, instruments, documents, investment property, deposit accounts, books and records (in whatever form maintained), leasehold interest and tenancies (and all rights relating thereto) relating to any real or personal property occupied or used by the Borrowers and all collateral security, letters of credit and guarantees given by any Person with respect to any of the foregoing, and all proceeds (each whether cash or non-cash), rents, lease or license payments, products or profits of the foregoing (collectively, the "Collateral"). The liens and security interests granted to the Lender in the Collateral shall be first-priority as to all property of the Borrowers that is unencumbered and junior in priority as to all property of the Borrowers that is subject to a lien. Additionally, the security interest in the Collateral shall be subject to the "Carveout" as such term is defined in the UCC) DIP Orders. The Carveout is not to exceed $300,000, exclusive of any prepetition retainer provided by the Borrowers' to their bankruptcy counsel or other professionals. The Lien and security interest granted herein, pursuant to Sections 364(c)(1), (2), 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(a3) of the Purchase Bankruptcy Code and Sale Agreementthe DIP Orders, shall at all times be a valid, xxxxxx, perfected and enforceable security interest without any further action by the Collateral, in the case of clause (i), Borrowers 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 terminationLender.

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 followingtheSeller, 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 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 collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans Seller hereunder or thereunder, whether for indemnification payments, principal and all other Borrower Obligationsinterest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesInvestors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a continuing security interest in, all of the BorrowerSeller’s right, title and interest inin and to (A) the Originator Purchase Agreement and the Undertaking (Originator), to and under all of the followingincluding, whether now or hereafter ownedwithout limitation, existing or arising (collectively, the “Collateral”): (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (iii) all Collections rights of the Seller to receive proceeds of any insurance (including, without limitation, the right to receive Insurance Proceeds), indemnity, warranty or guaranty with respect to such Pool Receivablesthe Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, goods, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Boxes and Collection Accounts Deposit Accounts, and all amounts any funds on deposit thereinin any such account, and all certificates and instruments, if any, from time (D) 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 extent not included in 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 limitationforegoing, all goods (including inventory, equipment proceeds of any 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 terminationforegoing.

Security Interest. (a) As collateral 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 when due of the Aggregate Capital and all Interest in respect of its First Lien Obligations owing to any of the Loans and all other Borrower ObligationsFirst Lien Secured Parties, the Borrower hereby pledges, assigns, hypothecates and transfers to the Collateral Agent for the benefit of the First Lien Secured Parties, and grants to the Administrative Collateral Agent for its benefit and the ratable benefit of the First Lien Secured Parties, Parties a continuing first-priority security interest inin and to, all of the Borrower’s right, title and interest, whether now existing or hereafter acquired or arising, in, to and under, all of the Accounts and all Account Property at any time deposited in or credited to the Accounts and all security entitlements with respect thereto, including all income or gain earned thereon, and any proceeds thereof (collectively, the “Account Collateral”); provided, however, that the Lien on all of the Borrower’s rights, 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, (ivx) the Lock-Boxes and Collection Accounts Credit Agreement Debt Service Reserve Account and all amounts on deposit thereintherein or credited thereto (including any Letter of Credit and any Acceptable Third Party DSR LC) shall be solely for the benefit of the Term Loan Lenders (and, solely to the extent set forth in the last sentence of Section 3.5(f), the other First Lien Secured Parties), (y) each Additional Debt Service Reserve Account and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereintherein or credited thereto (including any letters of credit) shall be solely for the benefit of the holders of the applicable Series of Additional First Lien Obligations (and, solely to the extent set forth in the last sentence of Section 3.5(g), the other First Lien Secured Parties) and (vz) the LC each L/C Cash 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 therein 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 (credited thereto shall be solely 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 applicable Issuing Bank (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 but solely with respect to such Receivableits Letter of Credit Issuance Commitment, 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 any DSR Loan or Revolving Loan deemed made pursuant to survive such terminationSection 2.3(c)(ii) of the Administrative Agent, the Lenders Credit Agreement and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act Unreimbursed Amount owed to it from time to time) as contemplated 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 terminationSection 3.9.

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 742583266 14453710 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 Undersigned hereby grants to Bank a security for interest in the performance following property now owned or hereafter acquired by the Borrower of Undersigned. [_] ________ The securities described below, together with all the termscash, covenants and agreements on the part of the Borrower to be performed under this Agreement stock or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest dividends or distributions paid upon or made in respect of the Loans such securities in any form; all securities received in addition to or in exchange for such securities; 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 subscription rights incident to such Pool Receivablessecurities; ______ all equipment, wherever located, including machinery, motor vehicles, furniture and fixtures; ______ all inventory (iii) all Collections with respect whether held for sale or lease or to such Pool Receivablesbe furnished under contracts of service), (iv) raw materials, work in process, and materials used or consumed in the Lock-Boxes and Collection Accounts and all amounts on deposit thereinconduct of Undersigned's business, and all certificates books, records, invoices and other documents which describe or evidence the same; and _____ all accounts, contracts rights, general intangibles, choses in action, instruments, if anychattel paper, from time to time evidencing such Lock-Boxes documents (including all documents of title and Collection Accounts and amounts on deposit therein, (vwarehouse receipts) 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 however evidenced or arising. [_] ________ Other. In addition to the foregoing, Undersigned: (1) grants to Bank a security interest in all substitutions for, renewals of, improvements, replacements and proceedsadditions to, and all general intangibles the products and proceeds (including all payment intangiblescash and non-cash) (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 foregoing property and any insurance policies relating thereto; (2) grants to Bank a security interest in, lien upon, and right of setoff against, all deposit accounts, credits, securities, moneys or assets” other property of Undersigned which may at any time be in the possession of, delivered to, or words owed by Bank, including any proceeds or returned or unearned premiums of insurance, and the proceeds of all the foregoing property; and (3) assigns to that effectBank all moneys which may become payable on any policy of insurance required to be maintained under this Note, notwithstanding that including any returned or unearned premiums. All such wording may be broader in scope than the collateral property subject to Bank's security interests described in this Agreement. Immediately upon Section 1 is referred to herein collectively as the occurrence of "Collateral." With respect to Section 4 hereunder, the term "Collateral" shall not include the property described in Subsection (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a2) of this Section 1. All security interests in Collateral shall be deemed to arise and be perfected under and governed by the Purchase and Sale AgreementUniform Commercial Code, except to the extent that such law does not apply to certain types of transactions or Collateral, in the which case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), law 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 terminationgovern.

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 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 Continuing 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 Continuing Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts Collections on deposit thereinin any Interim Collection Account, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts the Collections on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementAgreements, (vii) 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 (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 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 Collateral Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes Boxes, Collection Accounts and Collection Collateral 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 Borrower 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) As security for the payment and performance by the Borrower of all the termsObligations (including, 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 Obligationswithout limitation, the Borrower Company's Obligations hereunder and under the Guaranty Agreement (BioSepra) and the Guaranty Agreement (Versicor), the 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 39 45 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 granting of such security interest by the case Company would be a violation of clause (i), or such technology license. The provisions of this Section 7.1 applicable to general intangibles consisting of Intellectual Property are supplemented by the applicable Receivable provisions of the Intellectual Property Security Agreement and any Related Security solely with respect conflict between the provisions of this Agreement as applicable to such Receivable, in general intangibles and the case of clause (ii), Intellectual Property Security Agreement shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive resolved in favor of 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 terminationIntellectual Property Security Agreement.

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 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 Continuing 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 Continuing Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts Collections on deposit thereinin any Interim Collection Account, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts the Collections on deposit therein, (vi) all Inventory, (vii) all Collections with respect to such Inventory, (viii) all Intellectual Property, (ix) all Collections with respect to such Intellectual Property, (x) the IP License, all payments and receivables of any kind payable by the licensee(s) under the IP License, all rights of the Borrower thereunder and all supporting obligations in respect thereof, including any right to payments as a result of any termination event thereunder; (xi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementAgreements, (viixii) 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 (viiixiii) 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 collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due to the Investors, the Banks, the Investor Agents and the Program Agent hereunder of all obligations of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a continuing security interest in, all of the Borrower’s Seller's right, title and interest inin and to: (A) the Originator Purchase Agreement and the Parent Undertaking, to and under all of the followingincluding, whether now or hereafter ownedwithout limitation, existing or arising (collectively, the “Collateral”): (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to such agreements, (ii) all Related Security with respect security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to such Pool Receivablesagreements, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool Receivablesagreements, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under such agreements, 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 right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all amounts on deposit thereinother assets, 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)paper, deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities instruments 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 those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Box Accounts, the related lock-boxes and the Program Agent Account and (viiiD) to the extent not included in the foregoing, all proceeds of, of 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 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. Subject only to the Permitted Liens (a) As security for the performance by the Borrower of all the termsas defined below), 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 Licensor hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, SPWA a continuing first priority security interest in, (“Security Interest”) in and to all of the Borrower’s right, title and interest inof Licensor in the Picture, to including without limitation in the Rights granted hereunder, the underlying rights therein and under all of the following, whether now or hereafter owned, existing or arising physical elements thereto (collectively, the “Collateral”): ) to secure all of SPWA’s rights hereunder, including without limitation, the right of access to the Materials, SPWA’s recoupment rights hereunder and the right to any monies SPWA may be able to obtain from the exploitation of the Rights granted in this Agreement, and Licensor’s timely performance of its obligations hereunder; such Security Interest shall be subordinate in priority only to those customary security interests held by: (i) all Pool Receivablesthe guilds (e.g., Screen Actors Guild (“SAG”), the Writers Guild of America (“WGA”), the Director’s Guild of America (“DGA”), as applicable); (ii) all Related Security with respect to such Pool Receivablesif applicable, the financing entitles for the Picture; and (iii) all Collections if applicable, the completion bond company for the Picture (collectively, “Permitted Liens”). Notwithstanding the foregoing, upon payment of the Minimum Guarantee, any Permitted Lien in favor of the financing entities for the Picture and/or completion bond company for the Picture shall be subject to customary non- disturbance arrangements until payment of the Minimum Guarantee and subordinated to the Security Interest to the extent of the Rights upon payment of the Minimum Guarantee. Except for the Permitted Liens, Licensor warrants and represents that it has not previously assigned, granted or transferred any interest in or lien on the Collateral to any party which would conflict, interfere or be inconsistent with respect the Security Interest granted to such Pool ReceivablesSPWA herein, (iv) the Lock-Boxes Licensor hereby irrevocably authorizes SPWA to file, at any time and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing and in any jurisdiction, without the signature of Licensor, one (1) or more financing or continuation statements and amendments thereto, relating to the Collateral. Licensor agrees to execute such Lock-Boxes other and Collection Accounts and amounts on deposit thereinfurther documents, including but not limited to, the Laboratory Pledgeholder Agreement, a security agreement (v) the LC Collateral Account and all amounts on deposit therein“Security Agreement”), other security documentation required by SPWA, 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 terminationother document as SPWA may require to perfect, and at protect or evidence the expense of the Borrowerforegoing Security Interest. If Licensor fails to deliver such security documents within thirty (30) days after XXXX’s request therefor, the Administrative Agent shall deliver Licensor irrevocably appoints SPWA to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and execute such other security documents as the Borrower shall reasonably request to evidence such terminationLicensor’s attorney-in- fact, coupled with an 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 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) 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, Agreements; (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 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 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 one or more CM Loans corresponding to each Series of Notes as follows: (a) the Company’s right to payment under each Corresponding CM Loan, (b) the (1) promissory notes, (2) deeds of trust, mortgages, security agreements, assignments of leases and rents or other similar instrument or agreement securing the obligations of the borrowers with respect to each Corresponding CM Loan, (3) CM Loan agreement(s), (4) environmental indemnities, (5) guaranties, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Corresponding CM Loan (collectively, the “Underlying CM Loan Documents”); (c) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (d) 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; (e) 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 (f) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”): ). At the expense of the Company, the Company agrees to execute, deliver and file, within ten (i10) days of the issuance of any Series of Notes, 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 such Series of 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 Uniform Commercial Code. 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 any Corresponding CM Loans 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 the 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 any CM Loans corresponding to the benefit series of Notes in which an Event of Default occurs, and shall not exercise, and shall be prohibited from, exercising such rights against any other CM Loan that does not relate to such series. The Trustee shall have no duty to ensure that all CM Loans described herein are properly secured and has no duty to investigate whether the Secured Parties), all 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 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, the repurchase of any Receivable as set forth in Section 3.3(a) 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 security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) 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 Seller Obligations, the Borrower Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured other Indemnified Parties, and hereby grants to the Agent for its benefit and the ratable benefit of the other Indemnified Parties, a continuing security interest in, all of the Borrower’s Seller's right, title and interest inin and to (A) the Sale Agreement, to and under all of the followingincluding, whether now or hereafter ownedwithout limitation, existing or arising (collectively, the “Collateral”): (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Sale Agreement, (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreement, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool ReceivablesSale Agreement, (iv) claims of the Lock-Boxes Seller for damages arising out of or for breach of or default under the Sale Agreement, and Collection (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, all Related Security and Collections with respect thereto and all Blocked 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 funds on deposit therein, (vC) the LC Cash Collateral Account Account, all funds on deposit therein 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 thereininvestments made with such funds, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viiD) all other personal and fixture property or assets of the Borrower of every kind and nature Seller, including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsgoods, securities accountsinstruments, 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 deposit accounts and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC) UCC as in effect on the date hereof in the State of New York), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement and (viiiE) to the extent not included in the foregoing, all proceeds of, of 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 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 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, including without limitation, any and all lease deposit accounts with Lender; (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 Lender’s rights of setoff (which Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by Lender to 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 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 “all of the debtorBorrower’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 business; (i) all of Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the Final Payout Date or foregoing and to Borrower’s business; and (iij) the repurchase 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 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, investment property, 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 like (including oil and gas); (F) All accessions to file financing statements describing as the collateral covered thereby as “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 The Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to the Seller secured by the Purchased Assets. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for the Seller's 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 its Obligations, the Borrower Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Buyer a continuing fully perfected first priority security interest in, in all of the Borrower’s rightSeller's rights, title and interest in, in and to and under all of the followingfollowing property, whether now existing or hereafter owned, existing or arising (collectively, the “Collateral”): acquired: (i) all Pool Receivables, Purchased Assets identified on a Transaction Notice delivered by the Seller to the Buyer and sold to Buyer in a Transaction; (ii) all Related Security with respect Servicing Agreements related to such Pool Receivables, Servicing Rights; (iii) all Collections with respect to records, instruments or other documentation evidencing such Pool Receivables, Servicing Rights; (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 thereinrelated Hedge Instruments, (v) all Income relating to such Servicing Rights; (vi) 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, Call Rights (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, Related Security related to such Servicing Rights; (vii) any other collateral pledged or otherwise relating to the Servicing Rights; (viii) all other personal "accounts", "chattel paper", "commercial tort claims", "deposit accounts", "documents," "equivalent", "general intangibles", "goods", "instruments", "inventory", "investment property", "letter of credit rights", and fixture property "securities' accounts" as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or assets constituting any or all of the Borrower of every kind and nature foregoing (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 Servicing Rights, all of the Seller's rights, title and interest in and under the Servicing Agreements); and (iix) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing (collectively the "Collateral"), or the applicable Receivable . Seller acknowledges and any Related Security solely agrees that its rights with respect to such Receivablethe Collateral (including without limitation, any security interest Seller may have in the case of clause (ii), Collateral and any other collateral granted by Seller to Buyer pursuant to any other agreement) are and shall continue to be automatically released from the lien created hereby, at all times junior 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 subordinate 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 rights 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 terminationBuyer hereunder.

Security Interest. (a) As security for To secure the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement Agreement, the Transaction Documents or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and Seller hereunder or thereunder, whether for Capital, Yield, Fees, indemnification payments, expenses or otherwise (all other Borrower Obligationsof the foregoing, collectively, the Borrower “Obligations”), the Seller hereby grants assigns to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesConduit Purchasers, the Committed Purchasers and the Group Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Conduit Purchasers, the Committed Purchasers and the Group Agents, a continuing security interest in, all of the BorrowerSeller’s right, title and interest in, in and to and under all of the following, whether now or hereafter owned, existing or arising following (collectively, the “Collateral”): ) (a) the Sale Agreement, including, without limitation, (i) all Pool Receivablesrights of the Seller to receive monies due or to become due under or pursuant to the Sale Agreement, (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreement, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool Receivablesthe Sale Agreement, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under the Sale Agreement, 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 right of the Seller to compel performance and otherwise exercise all amounts on deposit thereinremedies thereunder, (b) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, and all certificates and other assets, including, without limitation, accounts, chattel paper, instruments, if anyinvestment property, from time to time evidencing LC Collateral securities, payment intangibles and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (c) all of the Seller’s interest in the CNB Customer Deposit Accounts and AOT Securities Accounts, (d) the Seller’s Account and amounts on any other deposit thereinaccounts of the Seller, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viie) all other personal and fixture property or assets of the Borrower of every kind and nature Seller, including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsgoods, securities accountsinstruments, 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 deposit accounts and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC) UCC as in effect on the date hereof in the State of New York), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, and (viiif) all proceeds of, and all amounts received or receivable under any or all of, to the extent not included in 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 Proceeds of 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. (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 under the Working Capital Loan Documents); (ii) all of the BorrowerTenant’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 secure 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 security for the performance by the Borrower Guarantor of all the terms, covenants and agreements on the part of the Borrower Guarantor to be performed under this Agreement or Guarantee and any other Transaction Note Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Guaranteed Obligations, the Borrower Guarantor hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of the other Secured Parties, a continuing security interest in, all of the BorrowerGuarantor’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Guarantor Collateral”): (i) all Pool Receivableselectronic scooter vehicles, (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 Guarantor 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 (viiiiii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Collateral Agent (for the benefit of the Secured Parties) shall have, with respect to all the Guarantor Collateral, and in addition to all the other rights and remedies available to the Administrative Collateral Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower Guarantor hereby authorizes the Administrative Collateral Agent (at the direction of the Required Purchasers) 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 AgreementGuarantee. Immediately upon Notwithstanding 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 Agreementforegoing, the CollateralGuarantor Collateral shall not include, in the case of clause (i)and no lien shall attach to, and no representation, warranty, or the applicable Receivable and covenant contained herein or in any Related Security solely with respect to such Receivable, in the case of clause (ii), other Note Document 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 Agentapply to, 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 terminationGuarantor’s deposit account maintained with Silicon Valley Bank with account number ending in x3275.

Security Interest. (a) As security for Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by the Borrower Seller of all the termsits obligations, covenants liabilities and agreements on the part of the Borrower to be performed indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement or any and the other Transaction DocumentDocuments, including the punctual payment when due of the Aggregate Capital Seller hereby pledges, assigns, transfers 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, Buyer a continuing security interest in, in the Mortgage Assets in which Seller has rights or power to transfer rights and all of the Borrower’s rightMortgage Assets in which Seller later acquires ownership, title and interest in, other rights or the power to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the transfer rights. “Collateral”): Mortgage Assets” means (i) all Pool Receivables, (ii) all Related Security the Purchased Mortgage Loans with respect to such Pool Receivables, all Transactions hereunder (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 Servicing Rights with respect thereto), instruments (including promissory notes)ii) all Servicing Records, documentsLoan Files, accountsMortgage Loan Documents, chattel paper (whether tangible or electronic)including, deposit accountswithout limitation, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities the Mortgage Note and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedsMortgage, and all general intangibles of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (including all payment intangibles) (each as defined in the UCC) and (viiiiii) all proceeds ofLiens securing repayment of such Purchased Mortgage Loans, and (iv) 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 Income with respect to such ReceivablePurchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent relating to the Purchased Mortgage Loans, (viii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (ix) all proceeds of the foregoing including, without limitation, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the case full Repurchase Price has not been received by Buyer, irrespective of clause (ii), shall be automatically whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the lien created herebyMortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages as and when required by Buyer in its sole discretion. The Parties intend that this Section 6(a) is “a security agreement or arrangement or other credit enhancement”, as defined and described in Sections 101(47)(A)(v) and 741(7)(A)(ix) of the Bankruptcy Code, related to the repurchase agreement and securities contract established and evidenced by 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 terminationTransactions hereunder.

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 Guarantor’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 Guarantor grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lender a continuing perfected lien on and security interest in, in all of the Borrowersuch Guarantor’s right, title and interest in, in and to the Collateral (as hereinafter described). The term “Collateral” is and under consists of all of the followingkinds and types of property described in subsections (A) through (J) hereof, whether now owned or hereafter ownedat any time arising, existing acquired or arising created by such Guarantor and wherever located, and includes all replacements, additions, accessions, substitutions, and repairs, relating thereto or therefrom (collectivelyall of the capitalized terms used in the following subsections, unless otherwise defined herein, shall have the “Collateral”meanings ascribed to such terms under the Uniform Commercial Code as in effect in the State of New York, as applicable): (iA) all Pool Receivables, Accounts; (iiB) all Related Security with respect to such Pool Receivables, Deposit Accounts; (iiiC) all Collections with respect to such Pool Receivables, Documents of Title; (ivD) 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, Equipment; (vE) 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, General Intangibles; (viF) all rights Inventory; (but none G) Investment Property; (H) Intellectual Property; (I) property of each Guarantor of the obligations) type described in the definition of the Borrower under term “Other Collateral” contained in the Purchase Loan Agreement; and Sale Agreement, (viiJ) proceeds of all other personal and fixture property or assets any of the Borrower of every kind and nature property described above, including, without limitation, all goods (including inventory, equipment and the proceeds of any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter insurance policies covering any of credit rights, commercial tort claims, securities the above described property. Each Guarantor hereby authorizes Lender to record without such Guarantor’s signature any and all other investment property, supporting obligations, money, any other contract rights financing statements deemed necessary or rights appropriate by Lender to the payment perfection of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined its security interest in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoingCollateral. The Administrative Agent (for the benefit of the Secured Parties) Each Guarantor agrees that Lender 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 the State of New York, 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 and apply the proceeds of such sale to the payment of the Obligations. In addition, at any time during the existence of an Event of Default, Lender may, in its discretion, without notice to any Guarantor and regardless of the acceptance of any security or assets” or words to that effectcollateral for the payment hereof, notwithstanding that such wording may be broader in scope than appropriate and apply toward the collateral described in this Agreement. Immediately upon payment of the occurrence of Obligations (i) the Final Payout Date or any indebtedness due from Lender 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), Lender 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 collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesInvestors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a continuing security interest in, all of the BorrowerSeller’s right, title and interest in, in and to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) the Originator Purchase Agreement, the EDS Contribution Agreement and the Undertaking (Originator), including, without limitation, (A) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (B) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (C) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking (Originator), (D) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement, the EDS Contribution Agreement or the Undertaking (Originator), and (E) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (ii) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect to such Pool Receivables, (iii) all thereto and the Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinother assets, 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)paper, deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities instruments 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 (as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, (iii) the Lock-Box Accounts (but not cash collections or other cash proceeds received with respect to Third Party Payments or other Receivables not constituting Pool Receivables) and (iv) to the extent not included in the foregoing, all payment intangiblesproceeds of any and all of the foregoing. Each of the Agent, the Investors and the Banks hereby disclaims any interest or right in, and hereby releases from any Adverse Claim it may have, any or all of the items, collections and funds received in, deposited in or credited to any Lock-Box Account that are not related to any of the Pool Receivables, which property shall be and remain the exclusive property of EDS, EIS or any Person to which EDS or EIS has assigned the right to receive such items, collections and funds, and none of the Agent, the Investors, the Banks and any Person claiming by, through or under any of the Agent, the Investors and the Banks shall have any equitable or beneficial ownership or other interest therein. Each of the Agent, the Investors and the Banks agrees that (x) if the Collection Agent is EIS or any Affiliate of EIS, the Collection Agent shall, within one Business Day after the collection of good funds as to any item or collection deposited in or credited to any Lock-Box Account that is not related to any Pool Receivable, and (each y) if the Agent shall have given a Lock-Box Notice or similar notice of effectiveness (as defined in the UCCpertinent Lock-Box Agreement) to any Lock-Box Bank, the Agent as to each Lock-Box Account as to which a Lock-Box Notice or similar notice has been given, shall within one Business Day after the later of (1) the collection of good funds as to any items or collections deposited in or credited to any Lock-Box Account that are not related to any Pool Receivable and (viii2) all proceeds ofthe identification to the Agent’s satisfaction that such items or collections are not related to any Pool Receivable (EDS and EIS agreeing to provide the Agent with sufficient information to make such identification), deliver and all amounts received transfer such funds deposited in or receivable under credited to the Lock-Box Accounts that are not related to any Pool Receivable to EIS or all of, the foregoingto such other Person having an interest in such funds as EIS may direct. The Administrative Agent agrees to instruct any Collection Agent that is not EIS or another Affiliate of EDS to make such deliveries and payments in accordance with clause (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(ay) of the Purchase preceding sentence. EDS and Sale AgreementEIS agree that they shall have no legal or equitable rights or interests in any item received or deposited in any Lock-Box Account in respect of payment of any Pool Receivable or any Collections deposited in or credited to any Lock-Box Account and that, if they receive any such items or are paid any such Collections, upon becoming aware of such improper delivery or payment, they will promptly (and in any event within two Business Days) remit such items or Collections to the Collection Agent or, if no Collection then exists, 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 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 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 Amended and Restated Loan Agreement between the Secured Party and the Debtor with respect to the Silk Invest New Horizons Frontier 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 19-6048 in the name Silk Invest New Horizons Frontier 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 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 738967635 16499153 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 Xxxxx 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 Xxxxx’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 and property from time to time 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 thereinincluding Hedge Margin Payments, (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) the Hedge Margin Payment Account and all rights (but none of the obligations) of the Borrower under the Purchase amounts and Sale Agreementproperty from time to time on deposit therein, (vii) all other personal Income from the Purchased Loans, inclusive of any related Advances, (viii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (ix) all mortgage guarantees and fixture property insurance policies relating to any Purchased Loan or assets the related Mortgaged Property, and all proceeds thereunder, (x) 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 (ix) above, (xi) 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 (x) above, (xii) 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 (xiii) 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 (xiii) 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 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; the Borrower/Parent Note; the Second Borrower/Parent Note; 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 Fifth Amended 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 Restated Loan and such other documents as the Borrower shall reasonably request to evidence such termination.Security Agreement

Security Interest. (a) As security for To secure the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower (whether as Borrower or otherwise) to be performed under this Agreement Agreement, the Transaction Documents or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans Borrower hereunder or thereunder, whether for Principal, Yield, Fees (including, without limitation, interest and principal on any Cash Secured Advances), indemnification payments, expenses or otherwise (all other Borrower of the foregoing, collectively, the "Obligations"), the Borrower hereby grants to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, a continuing security interest in, all of the Borrower’s 's right, title and interest in, in and to and under all of the following, whether now or hereafter owned, existing or arising following (collectively, the “"Collateral”): ") (a) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all Pool Receivablesrights of the Borrower to receive monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all Collections rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool Receivablesthe Purchase Agreements or the Parent Undertakings, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinBorrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, 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 right of the Borrower to compel performance and otherwise exercise all amounts on deposit thereinremedies thereunder, (b) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, and all certificates and instrumentsother assets, 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)paper, deposit accountsinstruments, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities payment intangibles 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 those terms are defined in the UCC), including undivided interests in any of the foregoing, (c) the Lockboxes, Deposit Accounts, Borrower's Account and any other deposit accounts, (d) all other property or interests in property, and (viiie) to the extent not included in the foregoing, all proceeds of, of 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 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 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 Each of the Borrower to be performed under this Agreement following items or any other Transaction Document, including the punctual payment when due types 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 followingproperty, whether now owned or hereafter ownedacquired, now existing or arising hereafter created and wherever located, is hereinafter referred to as the Collateral (collectively, the “Collateral”): (i) all Pool ReceivablesCollateral Cash Flow, (ii) all Related Security with respect rights to such Pool Receivablesthe CDO Collateral Manager Distributions, (iii) all Collections with respect to such Pool ReceivablesAdditional Collateral, (iv) all Income with respect to the Lock-Boxes Additional Collateral, (v) with respect to the Additional Collateral, all files, documents, instruments, agreements, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating to, governing or constituting any of the foregoing, (vi) the Collection Accounts Account, the CDO Management Fee Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Collection Account and the CDO Management Fee Account, (vii) all Mortgage Loan Documents, all Mortgage Asset Files, including, without limitation, all promissory notes, all Security Agreements relating to the Additional Collateral and any other collateral pledged or otherwise, notes, certificates, instruments, negotiable documents, chattel mortgages and all other loan, security or other documents relating to such Additional Collateral and/or any collateral pledged or otherwise, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and other books and records relating thereto, (viii) all collateral, security interests, rights and other interests under or with respect to the Additional Collateral, (ix) all purchase agreements and the collateral, security interests, rights and other interests thereunder, (x) 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 Additional Collateral and all claims, payments and proceeds thereunder, (xi) all servicing fees to which a Borrower (or any Subsidiary of such Borrower) is entitled and servicing and other rights relating to the Additional Collateral, (xii) all Servicing Agreements, Servicing Records, Servicing Files and Servicer Accounts, to the extent related to the Additional Collateral, established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise and all amounts on deposit therein, from time to time, (xiii) all rights of the Borrower under any Pooling and Servicing Agreements relating to the Additional Collateral, (xiv) all other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Additional Collateral, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Additional Collateral and the right to enforce such payments, insurance policies, certificates of insurance, insurance proceeds and instrumentsthe rights to any insurance proceeds, if any(xv) rights to any collection account, escrow account, reserve account, collateral account or lock-box account related to the Additional Collateral, including all monies, cash, deposits, securities or investment property from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (vxvi) rights of any Borrower under any letter of credit, guarantee, or other credit support or enhancement related to the Additional Collateral, (xvii) the LC rights of any Borrower under any Interest Rate Protection Agreements relating to the foregoing, (xviii) the Pledged Collateral Account and the Pledged Preferred Equity Collateral, (xix) all amounts on purchase or take-out commitments relating to or constituting any of the Additional Collateral, (xx) all “general intangibles”, “accounts”, “chattel paper”, “deposit thereinaccounts”, “security accounts”, “instruments”, “securities”, “financial assets”, “uncertified securities”, “securities entitlements” and all certificates and instruments, if any, “investment property” as defined in the Uniform Commercial Code as in effect from time to time evidencing LC relating to the Additional Collateral Account or constituting any 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 foregoing as they relate 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 Additional Collateral, and in addition to (xxi) any and all the other rights replacements, substitutions, conversions, distributions on or proceeds of any 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 the Borrower delivered to the Administrative Agent following any such termination, and at the expense none of the Borrowerforegoing Collateral shall include any obligations. Notwithstanding the foregoing grant of a security interest, Collateral shall not include (i) any account, instrument, chattel paper or other obligation or Property of any kind due from, owed by, or belonging to, a Person described in the Administrative Agent shall deliver to First Amended and Restated Revolving Loan Agreement (Wachovia and Arbor) 73 definition of Prohibited Person or (ii) any lease in which the Borrower written authorization for lessee is a Person described in 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 terminationdefinition of Prohibited Person.

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.