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 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 Facility 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 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 owned or hereafter ownedacquired, now existing or arising hereafter created, and wherever located (collectively, the “Collateral”): ): (i) the Pledged Timeshare Loans, together with all Pool Receivables, Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) all the Related Security with respect to such Pool Receivables, the Pledged Timeshare Loans; (iii) all Collections with respect to such Pool Receivables, the Account Collateral; (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, Hedge Collateral; (v) all rights (but none of the obligations) of Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Purchase Sale and Sale Contribution Agreement, ; (vi) all goods (including inventory, equipment present 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 future claims, securities demands, causes of action and choses in action in respect of any or all of the foregoing and all other investment property, supporting obligations, money, any other contract rights payments on 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 under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of, and all amounts received or receivable under any or all of, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file filing of financing statements, and continuation statements and any other applicable filings in any applicable jurisdiction amendments thereto and assignments thereof, 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 AgreementSection 2.

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 undertakes to grant and 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Borrower Accounts and amounts on Article 3); all inventory, accounts, cash receipts, deposit thereinaccounts, accounts receivable, contract rights, licenses, agreements, (v) including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights (but none of the obligations) of the Borrower under the Purchase and Sale any Swap Agreement, (vi) including, without limitation, the Existing Swap; all goods 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, letter-of-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, insurance claims trade names, trademarks and proceedsservice marks arising from or related to the ownership, and all general intangibles (including all payment intangibles) (each as defined in the UCC)management, (vii) all other personal and fixture property leasing or assets operation of the Borrower 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 every insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and nature and (viii) all proceeds of, and all amounts received or receivable under additions and accessions to, any or all of, of the foregoing. (b) The Administrative Agent (for ; together with all books, records and files to the benefit extent relating to any of the Secured Parties) shall have, with respect foregoing. 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 effecttime (“UCC”), notwithstanding that such wording may and is acknowledged and agreed to be broader in scope than a “mortgage” under the collateral described in this AgreementUCC.

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 undertakes to grant and 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (vi) all other personal and fixture property or assets of the 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-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 (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. (b) . 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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. (b) Immediately upon the occurrence of the Final Payout Date, the Seller 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 Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to 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 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 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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 (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. (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 and all other Applicable LawUCC. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and 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 BorrowerSeller’s right, title now existing or hereafter arising rights and interest in, to and under all of in the following, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located (collectively, the “Collateral”): ): (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Borrower Accounts and all amounts on deposit thereinchattel paper, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accountsletters of credit, chattel paper bankers acceptances, drafts, checks, cash, securities, and general intangibles (whether tangible or electronic)including, without limitation, all claims, 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), (vii) all other personal and fixture property any returned 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. (b) 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 offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; and (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 secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent form acceptable to file financing statements Buyer, and any other applicable filings instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in any applicable jurisdiction describing as the collateral covered thereby as “Collateral. Seller agrees to deliver to Buyer the originals of all of the debtor’s personal property instruments, chattel paper and documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementPurchased Receivables and Collateral.

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 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementAgreements, (vi) 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 (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. (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 and all other Applicable LawUCC. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 the Final Payout Date, the 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 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 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the each Purchase and Sale Agreement, (vi) 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 (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. (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 and all other Applicable LawUCC. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 event the Purchase Price of a Receivable has been reduced to zero and the credit for such reduction has been applied pursuant to Section 3.3 of either Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related 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 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Contribution Agreement, (vi) 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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 (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. (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 and all other Applicable LawUCC. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 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 Lender 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 any such termination, and at the expense of the Borrower, the Administrative Agent shall execute (if applicable) and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security 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 undertakes to grant and 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower such SPV Entity under the applicable Purchase and Sale Agreement, ; (vi) all personal and fixture property or assets of such SPV Entity of every kind and nature including, in 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-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 UCC)UCC or the PPSA, as applicable) and (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. (b) Each SPV Entity confirms that value has been given by the Administrative Agent and the Secured Parties to such SPV Entity, that such SPV Entity has rights in its Pledged Collateral existing at the date of this Agreement, and that such SPV Entity and the Administrative Agent have not agreed to postpone the time for attachment of the security interests granted hereunder to any of the Pledged Collateral of such SPV Entity. The security interests granted hereunder with respect to the Pledged Collateral of each SPV Entity created by this Agreement shall have effect and be deemed to be effective whether or not the related Guaranteed Obligations of such SPV Entity under its SPV Entity Guaranty or any part thereof are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by any Secured Party shall oblige any Secured Party to make any financial accommodation or further financial accommodation available to either SPV Entity or any other Person. (c) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Pledged 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 and all other Applicable Lawor PPSA or under this Agreement, including Section 9.01. The Borrower Each SPV Entity hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Buyer a continuing lien upon and security interest in, in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under all of in the following, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located (collectively, the “"Collateral”): "): (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Borrower Accounts and all amounts on deposit thereinchattel paper, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accountsletters of credit, chattel paper bankers acceptances, drafts, checks, cash, securities, and general intangibles (whether tangible or electronic)including, without limitation, all claims, 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), (vii) all other personal and fixture property any returned 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. (b) 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 offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; and (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 secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent form acceptable to file financing statements Buyer, and any other applicable filings instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in any applicable jurisdiction describing as the collateral covered thereby as “Collateral. Seller agrees to deliver to Buyer the originals of all of the debtor’s personal property instruments, chattel paper and documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementPurchased Receivables and Collateral.

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 undertakes to grant and 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 Receivablespersonal property and fixtures of Grantor of every kind and nature, (ii) all Related Security with respect to such Pool Receivablesincluding, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) without limitation all goods (including including, without limitation, all 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 rightsrights (whether or not the letter of credit is 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 UCCUniform Commercial Code as in effect in the State of New York (the “Uniform Commercial Code”), (vii) all other personal and fixture property or assets of shall have the Borrower of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoingmeaning given to such term therein. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security for Subject to the Intercreditor Agreements, to secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Obligations when due, each of 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 Holdings hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lender 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 following (collectively, the “Collateral”): all right, title and interest of Borrower and Holdings, respectively, in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all assets constituting Capital Expenditures; all Deposit Accounts (including, without limitation, the Designated Account and all funds maintained therein); all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above; provided, that in no event shall the “Collateral” include any Excluded Assets; provided, however, that the security interest of Lender shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset. Subject to the Intercreditor Agreements, notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrower, realization on the Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all Pool Receivables, costs and expenses owing to Lender in connection with the Loan Documents; (ii) all Related Security SECOND, to premium (including without limitation, Applicable Premium) and fees incurred in connection with respect to such Pool Receivables, the Loans; (iii) all Collections with respect THIRD, to such Pool Receivables, accrued and unpaid interest on the Loan; (iv) FOURTH, to all unpaid principal owing on the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, Loan; and (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale AgreementFIFTH, (vi) 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 Agreementremaining Obligations.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part payment of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital 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 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 any and all of the following, following assets whether now owned or existing or hereafter owned, existing acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof (with respect the Borrower or, together with the Collateral (as defined in the Pledge Agreement), the Loan Parties, collectively, as the context requires, the “Collateral”): ): (ia) the Underwriting Package, and Servicing Records, together with all other files, material documents, instruments, certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto; (b) all Pool Receivables“general intangibles”, “accounts”, “securities accounts” (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligationsas defined in Section 8-501(a) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions theretoUCC), 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 “instruments” and proceeds, and all general intangibles “chattel paper” (including all payment intangibles) (as each as such term is defined in the UCC), including without limitation: (vii1) the Financed Tax Liens, all income thereon and all “securities accounts” to which any or all of the Financed Tax Liens are credited, and (2) the Servicing Rights, (c) all Income; (d) the Lockbox Account, Concentration Account, Collection Account, Distribution Account and Interest Reserve Account (collectively, the “Account Collateral”) and all monies from time to time on deposit in each of the foregoing, (e) the Pledged Equity and all rights, privileges, authority and powers to distributions, dividends and redemptions on account of such Pledged Equity, all general intangible and contract rights related thereto and documents and certificates representing or evidencing any Pledged Equity; (f) all other personal “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “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 and foregoing; and (viiig) all proceeds “proceeds” as defined in the UCC, including without limitation, all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records and files (but excluding any financial models or other proprietary information) relating to any and all amounts received or receivable under of any or all ofof the foregoing; provided, however, “Collateral” shall exclude any deposit account other than those expressly identified in clause (d) above, including, without limitation, the foregoing. (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, Borrower’s Operating Account 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent assets from time to file financing statements time deposited therein and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words assets from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementtime credited thereto.

Security Interest. (a) As ▇▇▇▇ hereby pledges, assigns and sets over to the Owner, as security for the performance payment 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 inObligations (as hereinafter defined), all of the BorrowerTERI’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) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iva) the Borrower Accounts Pledged Account and all amounts on deposit thereinor to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to ▇▇▇▇ (all hereinafter called the “Accounts”); (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”); (iii) All right, title and interest of ▇▇▇▇ in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”); (iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all certificates proceeds of any of the foregoing, and instrumentsthe present and continuing right to make claim for, if anycollect, receive and receipt for, any and all such interest, dividends and/or other earnings; and (v) All the proceeds of all of the foregoing; (b) All contract and other rights of ▇▇▇▇ to receive payment of Guaranty Fees, other than the ▇▇▇▇ Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. ▇▇▇▇ shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time evidencing such Borrower Accounts by the Owner to create, evidence, maintain and amounts on deposit therein, (v) all rights (but none of effect the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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 Owner’s security interest in the UCC), (vii) all other personal Pledged Account 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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 Agreementpledged hereunder.

Security Interest. (a) As security for The Debtors hereby assign and grant to the performance by the Borrower of all the terms, covenants and agreements Agent on the part behalf 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 PartiesLenders, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all following assets of the followingDebtors, whether now owned or hereafter owned, existing created or arising acquired (collectively, 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) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, All accounts, contract rights, chattel paper (whether tangible or electronic)paper, instruments, deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claimspayment intangibles and general intangibles, securities including all amounts owing to each Debtor from a factor and choses in action; and all other investment propertyreturned or repossessed goods which, supporting obligationson sale or lease, moneyresulted in an account or chattel paper. (b) All inventory, including all materials, work in process and finished goods. (c) All goods, including, without limitation, all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, vessels (including, for the avoidance of doubt, any other contract rights Collateral Ships (including without limitation any autonomous underwater vehicle or rights AUV listed in Part C of Schedule II and, to the payment of moneyextent owned by a Debtor, insurance claims all materials used or to be used in the construction and proceedsequipping a Collateral Ship, all equipment, outfitting, engines and appliances installed or to be installed on a Collateral Ship, all rights related to a Collateral Ship, and all proceeds therefrom, and any and all present and future parts, accessories, attachments, additions, accessions, substitutions and replacements to and for any of the foregoing collateral)), appliances, furniture, special and general intangibles tools, fixtures, test and quality control devices, all Titled Collateral (including all payment intangibles) (each as defined in the UCCbelow), (vii) all and other personal and fixture property or assets of the Borrower equipment of every kind and nature and (viii) wherever situated, together with all proceeds ofdocuments of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all amounts received substitutes for any of the foregoing and all other items used and useful in connection with any Debtor’s businesses and all improvements thereto. (d) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type, including, all Equity Interests in any and all Persons owned or receivable under hereafter acquired by any Debtor. The Collateral shall include all liens, security agreements, leases and other contracts securing or all of, otherwise relating to the foregoing. (be) The Administrative Agent (for Subject to the benefit Foreign Collateral Exclusion, all Equity Interests, regardless of class or designation, owned or hereafter acquired by any Debtor in any and all Persons including without limitation each of the Secured Parties) shall haveissuing entities described in Schedule I hereto, and any warrants, options, purchase rights, conversion or exchange rights, voting, managerial and control rights, calls or claims of any character with respect to any such Equity Interests (collectively, including the Additional Pledged Interests (as defined below), the “Pledged Interests”), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including (i) the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of Agent or any of its nominees, (ii) any certificates representing the Pledged Interests (including the Additional Pledged Interests), (iii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests), (iv) the right to require that same be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Debtor, (v) all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and (vi) all economic rights, dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Debtor (the Pledged Interests and any other collateral pledged pursuant to this Section 1(e) are referred to herein, collectively, as the “Pledged Collateral”). (f) All general intangibles, including, but not limited to: (i) all patents, and all unpatented or unpatentable inventions, (ii) all trademarks, service marks, and trade names, (iii) all copyrights and literary rights, (iv) all computer software programs, (v) all mask works of semiconductor chip products, and (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles, all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles. (g) All negotiable and nonnegotiable documents of title covering any Collateral. (h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in addition to connection with the Collateral. (i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties, indemnities and insurance contracts, letters of credit, guaranties or other rights supporting obligations covering the Collateral, and remedies available any causes of action relating to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 AgreementCollateral.

Security Interest. (a) As security To secure the payment, observance and performance of the Secured Obligations, each Borrower hereby mortgages, pledges and assigns all of the Collateral to the Administrative Agent, for the performance by benefit of itself as Administrative Agent and the Borrower of all the terms, covenants Lenders and agreements on the part Affiliates of the Borrower to be performed under this Agreement or any other Transaction DocumentLenders, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants to the Administrative Agent, for the benefit of itself as Administrative Agent for its benefit and the ratable benefit Lenders and Affiliates of the Secured PartiesLenders, a continuing security interest in, and a continuing Lien upon, all of the Collateral. (b) As additional security for all of the Secured Obligations, each Borrower grants to the Administrative Agent, for the benefit of itself as Administrative Agent and the Lenders and Affiliates of the Lenders, a security interest in, and assigns to the Administrative Agent, for the benefit of itself as Administrative Agent and the Lenders and Affiliates of the Lenders, all of such Borrower’s 's right, title and interest inin and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to such Borrower, or credited by or due from any participant of any Lender to the Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Each Borrower hereby authorizes each Lender and under all each Affiliate of such Lender and each participant to pay or deliver to the Administrative Agent, for the account of the followingLenders, without any necessity on the Administrative Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether now any demand has been made or hereafter ownedwhether such Secured Obligation is mature, existing or arising (collectivelyand the rights given the Administrative Agent, the “Collateral”): (i) all Pool ReceivablesLenders, (ii) all Related Security their Affiliates and participants hereunder are cumulative with respect to such Pool ReceivablesPerson's other rights and remedies, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all including other rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, letterset-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. (b) off. The Administrative Agent (will promptly notify a Borrower of its receipt of any such funds for application to the benefit Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Administrative Agent may give notice of the Secured Parties) shall have, with respect to all above grant of a security interest in and assignment of the Collateralaforesaid deposits and other sums, and in addition authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof upon the occurrence and during the continuance of an Event of Default, and each Borrower hereby irrevocably appoints the Administrative Agent as its attorney to collect any and all such deposits or other sums to the other rights and remedies available extent any such payment is not made to the Administrative Agent (for the benefit of the Secured Parties)or any Lender by such Lender, all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property Affiliate or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementparticipant.

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 undertakes to grant and 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) 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, (viC) all goods (including inventoryto the extent permitted by Applicable Law, 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), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viiiD) all proceeds of, and all amounts received or receivable under with respect to any or all of, the foregoing. (b) . 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) Lenders shall have, with respect to all be released by 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 AgreementGWG Trust.

Security Interest. (a) As The Issuer 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 Issuer’s obligations under this Agreement or any other Transaction DocumentIndenture for all series of Outstanding Securities, including the punctual payment when due of the Aggregate Capital for itself 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 PartiesHolders of such Securities, a continuing security interest in, in and to all of the BorrowerIssuer’s right, title and interest in, to and under all of the followinginterest, whether now or hereafter owned, existing or arising acquired, in the following (collectively, the “Collateral”): ): (ia) all Pool Receivables, (ii) Accounts; all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Deposit Accounts and all amounts funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Equity Interests and Investment Property; all Inventory; all Equipment; all Goods; all Chattel Paper; all Documents, including, without limitation, all Issuer Loans and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase Issuer’s right, title and Sale Agreement, (vi) interest thereunder; all goods (including inventory, equipment Instruments; all Books and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letterRecords; all General Intangibles; all Supporting Obligations; all Letter-of-credit rights, commercial tort claims, securities and Credit Rights (all other investment property, supporting obligations, money, any other contract rights or rights capitalized terms used in this paragraph shall have the meanings assigned to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined such terms 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.; and (b) all proceeds of the foregoing. At the expense of the Issuer, the Issuer 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 all Outstanding Securities, including but not limited to, the filing of financing statements pursuant to the UCC. The Administrative Agent (Issuer shall, at its expense, do any further acts and execute, 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, encumbrances or charges of any type whatsoever. In furtherance of the grant of the security interest in the Collateral for all Outstanding Securities, upon and during continuance of an Event of Default, the Issuer grants to the Trustee on behalf of the Holders of such Securities the full, exclusive and irrevocable right, power and authority but not the obligation to exercise any and all rights of the Issuer with respect to the Collateral held for the benefit of the Secured Parties) shall have, with respect to all the CollateralHolders of such Securities, and in addition to all each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon the other occurrence of and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights and remedies available granted to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent Trustee pursuant to file financing statements and any other applicable filings in any applicable jurisdiction 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 AgreementSection 6.8.

Security Interest. (a) As a general and continuing security for the payment and performance of any and all Liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Borrower Grantor to the Lender or remaining unpaid by the Grantor to the Lender wheresoever and howsoever incurred and howsoever evidenced, whether arising from dealings between the Lender and the Grantor or from other dealings or proceedings by which the Grantor may be or become in any manner indebted, obligated or liable to the Lender, including, without limitation, under the Guarantee, and wherever incurred and in any currency and whether incurred by the Grantor alone or with another or others and whether as principal, guarantor or surety including expenses under Sections 3.5 and 3.12 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 interest, commissions, cost of realization, legal and other costs, charges and expenses the Loans Grantor, IN CONSIDERATION OF THE LIABILITIES and all for other Borrower Obligationsgood and valuable consideration, the Borrower undertakes to receipt and sufficiency of which are hereby acknowledged, does hereby grant and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesLender, a continuing security interest in, in all present and after-acquired personal property of the Borrower’s rightGrantor, title including without limitation the following Collateral: (a) All Accounts, Deposit Accounts, Intangibles, Documents, Documents of Title, Instruments, Investment Property, Money, Chattel Paper and interest in, to and under all any other similar rights of the followingGrantor however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, provincial or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Grantor, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and all Intellectual Property throughout the world; (b) All Inventory, whether now existing or arising hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Inventory and all materials of the Grantor used or consumed or to be used or consumed in the Grantor's business, together with any and all books and records pertaining thereto; (collectivelyc) All Equipment, Fixtures, Goods and all other tangible personal property of the “Collateral”): Grantor of every kind or nature which are not inventory or consumer goods as defined in the PPSA, whether now owned or hereafter acquired, wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and off the road vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus; (d) All products and Proceeds of each of the foregoing, specifically including, without limitation, (i) any and all Pool ReceivablesProceeds of any insurance, indemnity, warranty or Guarantee payable to the Grantor from time to time, (ii) any and all Related Security payments of any form whatsoever made or due and payable to the Grantor from time to time in connection with respect to such Pool Receivablesany requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing by any governmental authority or any Person acting under color of governmental authority, (iii) all Collections to the extent of the value of Collateral, claims arising out of the loss, nonconformity, or interference with respect to such Pool Receivablesthe use of, defects or infringement of rights in, or damage to, the Collateral, and (iv) the Borrower Accounts any and all other amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none paid or payable under or in connection with any of the obligationsforegoing, whether or not in lieu thereof; (e) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and the like now in, attached to or which may hereafter at any time be placed in or added to any Collateral, whether or not of the Borrower under the Purchase and Sale Agreement, like kind; and (vif) 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 All rights, commercial tort claimsremedies, 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) (demands under or in connection with 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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and 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 Borrower 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 Borrower Accounts and amounts on deposit therein, (v) 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, (vi) Borrowers; 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 accounts of the Borrowers; all contract rights of the Borrowers; all other investment property, supporting obligations, money, any other contract rights or rights of the 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 (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower (including without limitation all patents, trademarks, trade names, service marks, copyrights and applications for any of every kind the foregoing; all rights to use patents, trademarks, trade names, service marks and nature copyrights of any Person; and (viii) 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 possession of the Agent or any of the Lenders; any sums at any time credited by or due from the Agent or any of the Lenders to any of the Borrowers, including deposits; and proceeds and products of and accessions to all proceeds of, and all amounts received or receivable under any or all of, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security for To secure the prompt payment of the Investments, the Loans, the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations and the performance by the Borrower Seller 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 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 Receivables, (iv) the Borrower Concentration Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Concentration Accounts and amounts on deposit therein, (iv) all Collections on deposit on each Collection Account, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Transfer Agreement, ; (vi) all other personal and fixture property or assets of the Seller of every kind and nature 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-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 (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. (b) 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 UCC. (c) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other Applicable Law. The Borrower hereby authorizes than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to file financing the Seller UCC-3 termination statements and any such other applicable filings in any applicable jurisdiction describing documents as the collateral covered thereby as “all Seller shall reasonably request to evidence such termination. (d) For the avoidance of doubt, the debtorgrant of security interest pursuant to this Section 2.10 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s personal property or assets” or words grant of security interest pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementSection 2.08.

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 undertakes to grant and 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 Borrower 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 Borrower Accounts and amounts on deposit therein, (v) all rights (but none the right of the obligations) of the Borrower under the Purchase Seller to compel performance and Sale Agreementotherwise exercise all remedies thereunder, (viB) all goods (including inventoryReceivables, equipment whether now owned and any accessions thereto)existing or hereafter acquired or arising, instruments (including promissory notes)the Related Security with respect thereto and the Collections and all other assets, documentsincluding, without limitation, 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), (vii) all other personal and fixture property or assets including undivided interests in any of the Borrower of every kind foregoing, owned by the Seller and nature 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, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 Debtor hereby grants to the Administrative Agent American Collateral Agent, for its benefit and the ratable benefit of the Secured PartiesLenders and the Collateral Agents, a continuing security interest in, ("Security Interest") in all of the Borrower’s right, title and interest inof Debtor in all of its personal property, to and under including, without limitation, all of the followingfollowing types of personal property, in each instance wherever located and whether now owned or hereafter ownedacquired or existing, existing or arising (collectively, the “Collateral”): and in all Proceeds and products thereof in any form. (i) all Pool Receivablesof its Goods (including, without limitation, Inventory, Equipment, Fixtures (whether or not affixed to realty) and all parts, additions, replacements, substitutions and accessions thereto or therefor, in all supporting obligations thereof and in all documents and other records therefor; (ii) all Related Security with respect to such Pool Receivablesof its Accounts, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper Chattel Paper (whether tangible or electronic), deposit accountsDeposit Accounts, securities accountsDocuments, securities entitlementsInstruments (including, letterwithout limitation, promissory notes), Investment Property, Letter-of-credit rightsCredit Rights, Letters Of Credit, cash, money, supporting obligations, other obligations of any kind owing to Debtor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, all books, invoices, documents and other records in any form evidencing or relating to any of the foregoing; (iii) all of its General Intangibles (including, without limitation, payment intangibles and software); (iv) all of its Intercompany Collateral (as hereinafter defined); (v) all of its other property described in any schedule from time to time delivered by Debtor to American Collateral Agent; and, to the extent not otherwise included, all payments under insurance or any indemnity, warranty or guaranty with respect to any of the foregoing, in each case as such terms are defined under the UCC. In addition, the Debtor hereby grants a security interest to the American Collateral Agent, for the benefit of the Lenders and the Canadian Collateral Agent and for its benefit as American Collateral Agent, in all of its claims arising out of or relating to any commercial tort claims, securities and all other investment propertyincluding, supporting obligationswithout limitation, money, those described on the Schedule hereto or described in any other contract rights or rights schedule from time 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 time delivered by Debtor to American Collateral Agent. All of the Borrower foregoing property of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoingDebtor shall be collectively referred to herein as the "Collateral". (b) The Administrative Agent (Debtor hereby assigns to American Collateral Agent, for the benefit of the Secured Parties) shall haveLenders and the Canadian Collateral Agent and for its benefit as American Collateral Agent, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings of its security interest in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effectGoods (including, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.but not limited to, Equipment, Fixtures And Inventory);

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 DocumentSecurities Amounts, including the punctual payment when due of the Aggregate Capital each Grantor hereby pledges, assigns, transfers, hypothecates and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants sets over to the Administrative Agent Collateral Agent, for its benefit itself and on behalf of and for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, a continuing first priority security interest in, all of the Borrowersuch Grantor’s right, title and interest in, to and under all of the followingfollowing property, wherever located and whether now existing or owned or hereafter owned, existing acquired or arising (collectively, the “Collateral”): ): (i) all Pool Receivablesaccounts, accounts receivable, contract rights, rights to payment, chattel paper, rights to trade, letters of credit, documents, money and instruments and Investment Property, whether held directly or through a securities intermediary, and other obligations of any kind owed to the Grantor, however evidenced; (ii) all Related Security deposits and deposit accounts with respect to such Pool Receivablesany bank, savings and loan association, credit union or like organization, and all funds and amounts therein, and whether or not held in trust, or in custody or safekeeping, or otherwise restricted or designated for a particular purpose; (iii) all Collections with respect to inventory, including, without limitation, all materials, raw materials, parts, components, work in progress, finished goods, merchandise, supplies and all other goods that are held for sale, lease or other disposition or furnished under contracts of service or consumed in such Pool ReceivablesGrantor’s business, including, without limitation, those held for display or demonstration or out on lease or consignment; (iv) the Borrower Accounts all equipment owned by such Grantor, including, without limitation, all machinery, furniture, furnishings, fixtures, trade fixtures, tools, parts and all amounts on deposit thereinsupplies, appliances, computer and other electronic data processing equipment and other office equipment, computer programs and related data processing software, and all certificates additions, substitutions, replacements, parts, accessories and instruments, if any, from time accessions to time evidencing such Borrower Accounts and amounts on deposit therein, for the foregoing; (v) all rights (but none general intangibles and other personal property of the obligations) of the Borrower under the Purchase and Sale Agreementsuch Grantor, including, without limitation, (viA) all goods (including inventorytax and other refunds, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible rebates 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), (vii) all other personal and fixture property or assets of the Borrower credits of every kind and nature and to which such Grantor is now or hereafter may become entitled; (viiiB) all proceeds ofintellectual property and all rights therein of any type or description, including, without limitation, all inventions and discoveries, patents and patent applications, copyrights and applications for copyright (together with the underlying works of authorship) whether or not registered, together with any renewals and extensions thereof, trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, trade secrets, trade dress, trade styles, logos, other source of business identifiers, mask-works, mask-work registrations, mask-work applications, software, confidential and proprietary information, customer lists, other license rights, advertising materials, operating manuals, methods, processes, know-how, algorithms, formulae, databases, quality control procedures, product, service and technical specifications, operating, production and quality control manuals, sales literature, drawings, specifications, blue prints, descriptions, inventions, name plates and catalogs, and the entire good will of or associated with the businesses now or hereafter conducted by such Grantor connected with and symbolized by any of the aforementioned properties and assets, and all amounts received licenses relating to any of the foregoing, all reissuance, continuations and continuations-in-part of the foregoing, all other rights derived from or receivable under associated with the foregoing, including the right to ▇▇▇ and recover for past infringement, and all income and royalties with respect thereto; (C) all good will, choses in action and causes of action; (D) all interests in partnerships; and (E) all indemnity agreements, guaranties, insurance policies, insurance claims and other contractual, equitable and legal rights of whatever kind or nature; (vi) all books, records and other written, electronic or other documentation in whatever form maintained by or for such Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral; and (vii) all products and Proceeds at any or time, including insurance proceeds, of any and all of, of the foregoing. (b) The Administrative Anything herein to the contrary notwithstanding, (i) the Grantors shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of their duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by the Collateral Agent (for the benefit or any of the Secured PartiesParties of any of the rights hereunder shall not release the Grantors from any of their duties or obligations under such contracts, agreements and other documents included in the Collateral; and (iii) none of the Secured Parties or the Collateral Agent shall havehave any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any of the Secured Parties be obligated to perform any of the obligations or duties of the Grantors thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder. (c) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include, any general intangibles or other assets of any Grantor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles or assets are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, (A) any general intangible or asset that is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods that are the subject of any account receivable; (B) any and all proceeds of any general intangibles or assets that are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted; and (C) upon obtaining the consent of any such licensor, lessor or other applicable party’s consent with respect to any such otherwise excluded general intangibles or assets, such general intangibles and assets as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “Collateral.” (d) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit term “Collateral” shall not include more than 65% of the Secured Parties), all total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary. (e) This Agreement shall create a continuing security interest in the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings Collateral that shall remain in any applicable jurisdiction 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 effect until terminated in scope than the collateral described in this Agreementaccordance with Section 18 hereof.

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 terms hereof, each Borrower hereby grants, pledges, conveys and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants 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 Receivablesincluding, (iii) all Collections with respect to such Pool Receivableswithout limitation, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, letterHealth-ofCare-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) Insurance Receivables (each as defined in the UCCCode), (viib) all other personal of such Borrower’s General Intangibles, including, without limitation General Intangibles related to accounts receivable and fixture property or assets of the Borrower of every kind and nature and money; (viiic) all proceeds ofof 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. (b) 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, all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in key man life insurance policy covering the life of any applicable jurisdiction describing as officer or employee of such Borrower; (h) all proceeds and profits derived from the collateral covered thereby as “operation of 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.Borrower;

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 undertakes hereby confirms and reaffirms the grant under the Existing Purchase Agreement, and without limiting the foregoing, hereby grants, to grant 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 Borrower 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 Borrower Accounts and amounts on deposit therein, proceeds of the foregoing: (vI) all rights Receivables comprising the Receivable Pool; (but none II) the Related Assets in respect of the obligationsReceivable 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 each Hedge Agreement and, in each case, all rights and remedies of the Borrower under the Purchase and Sale Agreement, thereunder; (viVII) all goods other assets in the Receivable Pool and Related Assets; (including inventory, equipment VIII) each Collection Account and any accessions thereto), instruments the Payment Account; (including promissory notes), documents, IX) all accounts, chattel paper (whether tangible or electronic)paper, commercial tort claims, deposit accounts, securities accountsdocuments, securities entitlementsfixtures, general intangibles (including payment intangibles), goods (including equipment and inventory), instruments, investment property, letter-of-credit rights, commercial tort claimsletters of credit, securities money, as-extracted collateral, oil, gas and all other investment propertyminerals 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), (vii) all other personal and fixture property or assets of the Borrower foregoing clauses (I) through (X) and all accessions to, substitutions and replacements for, and rents, profits, and products of every kind and nature and the of the foregoing (viii) all proceeds ofincluding insurance proceeds), and all amounts received distributions (whether in money, securities, or receivable under other property) and collections from or with respect to any or all of, of the foregoing. (b) The Administrative Agent (for the benefit parties hereto agree that this Agreement is not intended to constitute a novation or a termination of the Secured Parties) shall have, with respect to all obligations under the Collateral, Existing Purchase Agreement and in addition to all that the other rights and remedies available security interest created pursuant to the Administrative Agent (for Existing Purchase Agreement is hereby confirmed and is intended to continue and to secure the benefit of Borrower Obligations under this Agreement which amends and restates the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 Existing Purchase Agreement.

Security Interest. (a) As security for the performance by the Borrower Sellers of all the terms, covenants and agreements on the part of the Borrower each Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Yield and all other Borrower Seller Obligations, the Borrower undertakes to grant and each Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrowersuch Seller’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “CollateralSupport Assets”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower such Seller under the related Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of such Seller of every kind and nature, 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-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 (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. (b) ; 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 and all other Applicable LawUCC. The Borrower Each Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 the Final Payout Date, the Support Assets shall be automatically released from the 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 Purchasers and the other 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 Support Assets shall revert to the applicable Seller; provided, however, that promptly following written request therefor by any Seller delivered to the Administrative Agent following any such termination, and at the expense of the Sellers, the Administrative Agent shall execute and deliver to such Seller UCC-3 termination statements and such other documents as such Seller shall reasonably request to evidence such termination. For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 5.05 shall be in addition to, and shall not be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or liabilities of any party under this Section 5.05.

Security Interest. (a) As security from the Guarantor for the payment and performance by the Borrower of all the terms, covenants and agreements on the part 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 ObligationsLiabilities, the Borrower undertakes to grant Guarantor hereby transfers, grants, bargains, conveys, hypothecates, pledges, sets over, delivers and hereby grants to confers unto 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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. (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 grants to the Administrative Collateral Agent (for the benefit of the Secured PartiesParties a security interest in its right, title and interest in the following (the "COLLATERAL"), all whether now owned or hereinafter acquired: (i) Accounts (including Health-Care-Insurance Receivables, if any) howsoever arising in connection with sale or lease of goods or services by the rights and remedies of a secured party under Guarantor to customers or any applicable UCC other Person (as defined in the Securities Purchase Agreement); (ii) Chattel Paper; (iii) Instruments (including Promissory Notes); (iv) Documents; (v) General Intangibles (including, without limitation, Payment Intangibles, Software, contract rights, credits, claims, demands, debts, choses in action, trade-marks, patents, and all other Applicable Law. The Borrower hereby authorizes intellectual property including, copyrights, and including in each case any documentation pertaining thereto); (vi) Letter-of-Credit Rights; (vii) Supporting Obligations; (viii) Deposit Accounts; (ix) Investment Property (including without limitation certificated and uncertificated Securities), Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (x) Inventory; (xi) Equipment (including all software, whether or not the Administrative Agent same constitutes embedded software, used in the operation thereof); (xii) Money, including, without limitation, amounts deposited into escrow or with, third parties; (xiii) Fixtures; (xiv) All rights to file financing statements merchandise and other goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (xv) All supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other applicable filings evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (xvi) All Accessions and additions to, and substitutions and replacements of, any applicable jurisdiction describing as the collateral covered thereby as “and all of the debtor’s personal property or assets” or words to that effectforegoing; and (xvii) All Proceeds and products of the foregoing, notwithstanding that such wording may be broader in scope than and all insurance of the collateral described in this Agreement.foregoing and proceeds thereof;

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 undertakes to grant and 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 Borrower Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Seller of every kind and nature, 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-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 (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. (b) ; 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 the Final Payout Date, the Support Assets shall be automatically released from the 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 Purchasers and the other 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 Support Assets shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 5.05 shall be in addition to, and shall not be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or liabilities of any party under this Section 5.05.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower Obligations, Seller hereby grants to be performed Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following , whether now owned or existing or hereafter created, acquired, or arising, and wherever located (collectively, the "Collateral"): (A) All accounts, receivables, contract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement or any other Transaction Document(including Seller's right of offset and recoupment); (D) All equipment, including the punctual payment when due of the Aggregate Capital machinery, furniture, furnishings, fixtures, tools, supplies and all Interest in respect of the Loans and all other Borrower Obligationsmotor vehicles; (E) All farm products, the Borrower undertakes to grant and hereby grants to the Administrative Agent for its benefit crops, timber, minerals and the ratable benefit of the Secured Partieslike (including oil and gas); (F) All accessions to, a continuing security interest insubstitutions for, and replacements of, all of the Borrower’s right, title foregoing; (G) All books and interest in, records pertaining to and under all of the followingforegoing; and (H) All proceeds of the foregoing, whether now due to voluntary or hereafter ownedinvoluntary disposition, existing including insurance proceeds. Seller is not authorized to sell, assign, transfer or arising (collectivelyotherwise convey any Collateral without Buyer's prior written consent, except for the “Collateral”): (i) all Pool Receivablessale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, (ii) all Related Security with respect in a form acceptable to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit thereinBuyer, and any other instruments and documents requested by Buyer to evidence , perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible and documents evidencing or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities related to Purchased Receivables 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 foregoingCollateral. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and 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 Borrower Accounts all products thereof and all amounts on deposit thereincash and noncash proceeds of any of the foregoing, in any form, including, without limitation, proceeds of insurance policies from the loss thereof, all titles to the Vehicles and all assignment of liens, all Contracts, Vehicle Titles, assignments, dealer recourse agreements, other documents and instruments in the possession of the Debtor, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment 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 (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words foregoing hereinafter called the "Collateral"); provided, however, that the security interest granted hereunder is subject to that effect, notwithstanding that such wording may be broader the conditions and limitations set forth in scope than the collateral described in this AgreementRegistration Statement.

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 or declared due, each Borrower hereby grants, pledges, conveys and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants 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 Receivablesincluding, (iii) all Collections with respect to such Pool Receivableswithout limitation, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, letterHealth-ofCare-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) Insurance Receivables (each as defined in the UCCCode), (viib) all other personal and fixture property or assets of the Borrower of every kind Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and nature and money; (viiic) all proceeds ofof 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. (b) The Administrative Agent (for the benefit of the Secured PartiesBorrower’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) shall haveall of the Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of the Borrower’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, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, 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 all the other Administrative Agent’s and each Lender’s rights and remedies available of setoff (which the Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by Administrative Agent or any Lender to the Administrative Agent Borrower; (for the benefit g) all insurance proceeds of or relating to any of the Secured Parties)foregoing property and interests in property, all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in key man life insurance policy covering the life of any applicable jurisdiction describing as officer or employee of Borrower; (h) all proceeds and profits derived from the collateral covered thereby as “operation of the Borrower’s business; (i) all of the debtorBorrower’s personal property 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 assets” right of setoff against the Government Blocked Account (as defined in the Revolving Loan Agreement) solely to the extent such control or words right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that as soon as any such prohibition or restriction lapses or is legally removed Borrower shall immediately take such all actions as are reasonably necessary to that effect, notwithstanding that provide Administrative Agent DM3\2429630.8 with control over and/or the right of setoff against such wording may be broader in scope than the collateral described in this AgreementGovernment Blocked Account (at Borrower’s cost).

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants 2.1 In furtherance and agreements on the part as confirmation 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 Security 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (viiSecurity Agreement) all other personal and fixture property or assets of granted by the Borrower of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, Grantors to the foregoing. (b) The Administrative Collateral Agent (for the benefit of the Secured Parties) shall have, with respect to all under the CollateralSecurity Agreement, and as further security for the payment or performance, as the case may be, in addition to full of all of its liability (as issuer or guarantor or otherwise) for the principal of and interest and premium (if any) on all present and future Note Debt and Obligations in respect thereof and all of its other rights present and remedies available future Parity Lien Obligations, each Grantor hereby ratifies such Security Interest and grants to the Administrative Collateral Agent (for the benefit of the Secured Parties) a continuing security interest, with a power of sale in accordance with the Security Agreement (which power of sale shall be exercisable only during the continuance of an Actionable Default), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal present and future right, title and interest of the Grantors in and to the following property, and each item thereof, whether now owned or existing or hereafter acquired or arising, together with all products, proceeds, substitutions, and accessions of or to any of the following property (collectively, the “IP Collateral”): (a) All Copyrights and Copyright Licenses. (b) All Patents and Patent Licenses. (c) All Trademarks and Trademark Licenses. (d) All renewals of any of the foregoing. (e) All General Intangibles connected with the use of, or assets” related to, any and all Intellectual Property (including, without limitation, all goodwill of the Grantors and their business, products and services appurtenant to, associated with, or words symbolized by, any and all Intellectual Property and the use thereof). (f) All income, royalties, damages and payments now and hereafter due and/or payable under and with respect to any of the foregoing, including, without limitation, payments under all Licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof. (g) The right to ▇▇▇ for past, present and future infringements and dilutions of any of the foregoing. (h) All of the Grantors’ rights corresponding to any of the foregoing throughout the world. ; provided, however, that effectIP Collateral shall not include any of such property to the extent the Fair Market Value of such property, notwithstanding that such wording may be broader together with all other property specified in scope than clause (iv) of the collateral described definition of Excluded Assets (as defined in this the Security Agreement) does not at any time exceed $10 million.

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 undertakes to grant and 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 Borrower Lock-Boxes and Collection Accounts, other than the Excluded Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts other than the Excluded Collection Accounts and amounts on deposit therein, ; (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (vi) all other personal and fixture property or assets of the 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-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 Pledged Investment Account and all other personal Permitted Investments contained therein, the Pledged Deposit Account, and fixture property or assets of all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing the Borrower of every kind Pledged Investment Account and nature and the Pledged Deposit Account; and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, notwithstanding the foregoing or any provision of any Transaction Document, none of the Administrative Agent, any Purchaser Party or any beneficiary thereof shall have the right to hold, review, view, audit or otherwise possess (x) any Contract; or (y) any financial reporting or other books or records specifically relating to such Contract and the Receivables generated thereunder, the disclosure of which is precluded by the applicable terms of such Contract, provided, further, however, that during the occurrence and continuance of an Event of Termination, to the extent that the related Obligor has defaulted in the payment of any Receivable, upon the request of the Administrative Agent the Seller shall provide the Administrative Agent with such information reasonably requested with respect to any such Contract (which may be redacted versions of or excerpts of any Contract) to the extent needed for the Administrative Agent to enforce such Contract against the applicable Obligor. (b) 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 or declared due, each Borrower hereby grants, pledges, conveys and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants 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 Receivablesincluding, (iii) all Collections with respect to such Pool Receivableswithout limitation, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, letterHealth-ofCare-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) Insurance Receivables (each as defined in the UCCCode), (viib) all other personal and fixture property or assets of the Borrower of every kind Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and nature and money; (viiic) all proceeds ofof 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, contracts, tax refunds, documents and documents of title, and all amounts received or receivable under any or all of, the foregoing. (b) The Administrative Agent (for the benefit of the Secured PartiesBorrower’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) shall haveall of the Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of the Borrower’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, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, 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 Administrative Agent’s and each Lender’s rights of setoff (which the Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by Administrative Agent or any Lender to the Borrower; (g) all insurance proceeds of or relating to any of the other rights foregoing property and remedies available 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. The Administrative Agent acknowledges that it will not have control over or right of setoff against the Deposit Accounts into which any Government Accounts (as defined in the Revolving Loan Agreement) of Borrower are directly paid to the extent such control or right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that as soon as any such prohibition or restriction lapses or is legally removed the Borrower shall immediately take such all actions as are reasonably necessary to provide the Administrative Agent with control over and/or the right of setoff against such Deposit Accounts (for the benefit of the Secured Partiesat Borrower’s cost), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. For valuable consideration, and to secure the due payment and performance of all principal of, interest on the Loans, the Loan Availability Fee and any interest due thereon, Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Lessor to Lenders, the Administrative Agent and the Collateral Agent arising out of or in any way connected with the Operative Documents and all instruments, agreements and documents executed, issued and delivered pursuant thereto (collectively, the "Secured Obligations"), Lessor hereby assigns, conveys, mortgages, pledges, hypothecates, transfers and sets over to the Collateral Agent, and its successors and assigns, and grants to the Collateral Agent, and its successors and permitted assigns, a first Lien on and security interest in the rights, title and interest of Lessor now held or hereafter acquired in and to the following, except for Excepted Payments with respect thereto (collectively, the "Lessor Collateral"): (a) As security the Items of Equipment; (b) all Subleases pertaining to the Items of Equipment; (c) any Bill ▇▇ Sale and all warranties (including, without limitation, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the performance by Items of Equipment; (d) the Borrower Assembly Agency Agreement, the Security Documents and all Lease Payments, Availability Fees and Supplemental Payments payable under the Lease Agreement and all other sums payable thereunder; (e) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with the Lease Agreement or the Items of Equipment, including, without limitation, Lease Payments, Availability Fees, Supplemental Payments and Lessee Collateral and any other payments due and to become due under the Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (f) all claims, rights, powers, or privileges and remedies of Lessor under the terms, covenants and agreements on the part Lease Agreement; (g) all rights of the Borrower to be performed Lessor under this Agreement and the Lease Agreement to make determinations to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or any property which is the subject of this Agreement or the Lease Agreement, to enforce or execute any checks, or other Transaction Documentinstruments or orders, including to file any claims and to take any action which (in the punctual payment when due opinion of the Aggregate Capital Collateral Agent) may be necessary or advisable in connection with any of the foregoing; provided, however, the Collateral Agent agrees for the benefit of Lessor that so long as no Loan Event of Default has occurred and is continuing, it will not exercise any of the rights assigned to it under clauses (f) and (g) of this Section 7, other than the right to receive amounts due under the Lease Agreement and Section 9 of this Agreement, without the prior written consent of Lessor; (h) all Interest moneys now or hereafter paid or required to be paid to Lenders pursuant to any Operative Document; and (i) all proceeds of Lessor Collateral including, without limitation, all rentals, income and profits in respect of the Loans and all other Borrower ObligationsItems of Equipment, whether under 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 inLease Agreement or otherwise, all of the Borrower’s right, title and interest in, to and under all of the following, whether now credits granted by any manufacturer or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security vendor with respect to such Pool Receivables, (iii) all Collections the return of any Item of Equipment and the proceeds of any insurance payable with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none Items of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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 foregoingEquipment. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts from time to time on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Receivables Purchase and Sale Agreement, (vivii) 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), (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. (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 and all other Applicable LawUCC. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 the Final Payout Date, the 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 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 UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination. ARTICLE VI

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Loan Amount and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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 (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. (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 and all other Applicable LawUCC. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 AgreementAgreement Immediately upon the occurrence of the Final Payout Date, the 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 UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. For valuable consideration, and to secure the due payment and performance of all principal of, premium, if any, and interest on the Tranche A Notes and the Tranche B Loans, Premium, Makewhole, and Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (aincluding any obligations to indemnify, reimburse or pay costs and/or expenses) As security of Lessor to Indenture Trustee, any Secured Party, Administrative Agent or Collateral Agent arising out of or in any way connected with the Operative Documents and all instruments, agreements and documents executed, issued and delivered pursuant thereto (collectively, the "Secured Obligations"), Lessor hereby assigns, conveys, mortgages, pledges, hypothecates, transfers and sets over to Collateral Agent, and grants to Collateral 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 undertakes to grant and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing first Lien on and security interest in, all of in the Borrower’s rightrights, title and interest in, of Lessor now held or hereafter acquired in and to and under all of the following, except for Excepted Payments and Excepted Rights with respect thereto (collectively, along with all other rights, titles and interest pledged by Lessor to Collateral Agent pursuant to any Security Supplements, the "Lessor Collateral"): (a) the Items of Equipment; (b) all Subleases pertaining to the Items of Equipment; (c) any Bill of Sale and all warranties (including, without limitati▇▇, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment; (d) the Security Documents, all Accrued Interest Premium, all Tranche A Premium and all Lease Payments and Supplemental Payments payable under this Agreement and the Lease Agreement and all other sums payable thereunder; (e) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with this Agreement, the Lease Agreement or the Items of Equipment, including, without limitation, Lease Payments, Supplemental Payments and Lessee Collateral and any other payments due and to become due under this Agreement, the Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (f) all moneys now or hereafter ownedpaid or required to be paid to Indenture Trustee or any Secured Party pursuant to any Operative Document; (g) all proceeds of Lessor Collateral including, existing without limitation, all rentals, income and profits in respect of the Items of Equipment, whether under the Lease Agreement or arising otherwise, all credits granted by any manufacturer or vendor with respect to the return of any Item of Equipment and the proceeds of any insurance payable with respect to the Items of Equipment; (collectivelyh) all claims, rights, powers, or privileges and remedies of Lessor under this Agreement and the “Collateral”): Lease Agreement; (i) all Pool Receivablesrights of Lessor under this Agreement and the Lease Agreement to make determinations to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or any property which is the subject of this Agreement or the Lease Agreement, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which (iiin the opinion of Collateral Agent) may be necessary or advisable in connection with any of the foregoing; and (j) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts moneys and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none investments held by Lessor as security under Section 28.4.4 of the obligations) of the Borrower under the Purchase and Sale Lease Agreement. provided, (vi) all goods (including inventoryhowever, 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), (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. (b) The Administrative Collateral Agent (agrees for the benefit of the Secured Parties) shall haveLessor that so long as no Loan Event of Default has occurred and is continuing, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit it will not exercise any of the Secured Parties)rights assigned to it under clauses (h) and (i) of this Section 7, all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 right to receive amounts due under the Lease Agreement and Section 9 of this Agreement, without the prior written consent of Lessor and Administrative Agent.

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 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 undertakes to grant and hereby 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 BorrowerGuarantor’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”): ): (i) all Pool ReceivablesAccounts, Chattel Paper (including all Electronic Chattel Paper and Tangible Chattel Paper), Commercial Tort Claims, Deposit Accounts, Documents (including all warehouse receipts and bills of lading), Equipment, Fixtures, General Intangibles (including all Payment Intangibles and Software), Goods, Instruments (including all Promissory Notes and Negotiable Instruments), Inventory (including all stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, and materials used or consumed in such Loan Party’s business), Investment Property and Financial Assets (including all Commodity Accounts, Commodity Contracts, Securities (including all Certificated Securities and Uncertificated Securities), Security Entitlements and Securities Accounts), Letter of Credit Rights and Money, (ii) all Related Security with respect parts, substitutions or replacements to such Pool Receivablesor of or accessories to any tangible assets and property included in the foregoing, and all Software and computer programs embedded in the foregoing, and all Accessions to the foregoing, (iii) all Collections Supporting Obligations for any of the foregoing and all rights of such Loan Party in any property belonging to any third party in which a Lien of any kind or nature has been granted to such Loan Party to secure the payment or performance of any third party under or with respect to such Pool Receivables, any of the foregoing, (iv) all Records, books, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Borrower Accounts foregoing or are otherwise necessary or helpful in the collection thereof or realization thereupon and all amounts on deposit thereinother business books and Records of such Loan Party, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, and (v) all rights cash and non-cash Proceeds (but none including, without limitation, insurance proceeds), products, rents and profits of all of the obligations) foregoing. Guarantor hereby authorizes Lender to record without such Guarantor’s signature any and all financing statements deemed necessary or appropriate by Lender to the perfection of its security interest in the Collateral. All of the Borrower capitalized terms used in subsections (i) – (v) above, unless otherwise defined herein, shall have the meanings ascribed to such terms under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and Uniform Commercial Code as in effect in the State of New York. Guarantor hereby authorizes Lender to record without such Guarantor’s signature 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 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), (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. (b) The Administrative Agent (for the benefit of the Secured Parties) Collateral. 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent Uniform Commercial Code of New York, as now existing or hereafter amended, with respect to file financing statements and any other applicable filings in any applicable jurisdiction 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 Guarantor and regardless of the acceptance of any security or assets” collateral for the payment hereof, appropriate and apply toward the payment of the Obligations (i) any indebtedness due from Lender to Guarantor, and (ii) any moneys, credits or words other property belonging to that effectGuarantor, notwithstanding that such wording may be broader in scope than at any time held by or coming into the collateral described in this Agreementpossession of Lender whether for deposit or otherwise.

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 undertakes to grant and Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Buyer a continuing lien upon and security interest in, in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under all of in the following, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located (collectively, the “"Collateral”): "): (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Borrower Accounts and all amounts on deposit thereinchattel paper, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accountsletters of credit, chattel paper bankers acceptances, drafts, checks, cash, securities, and general intangibles (whether tangible or electronic)including, without limitation, all claims, 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), (vii) all other personal and fixture property any returned 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. (b) 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 offset and recoupment): (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles: (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; and (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 secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent form acceptable to file financing statements Buyer, and any other applicable filings instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in any applicable jurisdiction describing as the collateral covered thereby as “Collateral. Seller agrees to deliver to Buyer the originals of all of the debtor’s personal property instruments, chattel paper and documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementPurchased Receivables and Collateral.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part To secure payment of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital 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, Party a continuing security interest in, in and to all of the Borrower’s rightrights, title and interest in, in and to and under all of the followingits property of any kind or description, tangible and intangible personal property, assets and rights, wherever located, whether now existing or owned or hereafter ownedarising or acquired and the proceeds and products therefrom, existing or arising including, without limitation, the following (collectively, the “Collateral”): ): (ia) all Pool ReceivablesAll Accounts, (ii) all Related Security with respect to such Pool Receivablesincluding, (iii) all Collections with respect to such Pool Receivableswithout limitation, (iv) the Borrower Accounts accounts receivable, insurance receivables and all amounts on deposit therein, and all certificates and instrumentsprepaid premiums, if any, from time and all Goods whose sale, lease or other disposition has given rise to time evidencing such Borrower Accounts and amounts on deposit thereinhave been returned to, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreementor repossessed or stopped in transit by, (vi) all goods (including inventoryBorrower, 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 rejected 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.refused by an Account Debtor; (b) The Administrative Agent All Chattel Paper, including, without limitation, Electronic Chattel Paper and liens and lien rights on customer property; Documents; Instruments, including, without limitation, Promissory Notes; Letter of Credit Rights and proceeds of letters of credit; Supporting Obligations; Liabilities secured by real estate; Commercial Tort Claims and General Intangibles, including, without limitation, Payment Intangibles and Software; (c) All Inventory, including, without limitation, raw materials, work in process, materials and finished goods leased by Borrower as lessor or held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in a business; (d) All Goods and all Equipment; (e) All Securities, Investment Property and Deposit Accounts; (f) All products of, additions and accessions to, and substitutions, betterments and replacements for the benefit foregoing property; (g) All sums at any time credited by or due from Secured Party to Borrower; (h) All property in which Borrower has an interest now or at any time hereafter coming into the possession or under the control of Secured Party or in transit by mail or carrier to or from Secured Party or in possession of or under the control of any third party acting on Secured Party’s behalf without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party has conditionally released the same (excluding, nevertheless, any of the foregoing property of Borrower which now or any time hereafter is in possession or control of Secured PartiesParty under any written trust agreement wherein Secured Party is trustee and Borrower is trustor); and (i) All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including, without limitation, proceeds of insurance payable by reason of loss or damage to the foregoing property and of eminent domain or condemnation awards. Terms used and not otherwise defined in this Agreement shall havehave the meaning given such terms in the Michigan Uniform Commercial Code (the “UCC”). In the event the meaning of any term defined in the UCC is amended after the date of this Agreement, with respect the meaning of such term as used in this Agreement shall be that of the more encompassing of: (i) the definition contained in the UCC prior to all the Collateralamendment, and (ii) the definition contained in addition to all the other rights and remedies available to UCC after the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 Agreementamendment.

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 undertakes to grant and Seller hereby grants to the Administrative Agent Agent, for its benefit and for 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 Borrower lock-boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower lock-boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (vi) all other personal and fixture property or assets of the 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-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 744072627 21691544 40 general intangibles (including all payment intangibles) (each as defined in the UCC), ) and (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. (b) 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and 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 Purchase Agreements and the Undertakings (Originators), 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 Borrower 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 Borrower Accounts and amounts on deposit therein, (v) all rights (but none the right of the obligations) of the Borrower under the Purchase Seller to compel performance and Sale Agreementotherwise exercise all remedies thereunder, (viB) all goods (including inventoryReceivables, equipment whether now owned and any accessions thereto)existing or hereafter acquired or arising, instruments (including promissory notes)the Related Security with respect thereto and the Collections and all other assets, documentsincluding, without limitation, 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), (vii) all other personal and fixture property or assets including undivided interests in any of the Borrower of every kind foregoing, (C) the Lock-Box Accounts and nature the Cure 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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property foregoing. In the event that (i) an Intermediate SPV shall purchase or assets” repurchase from the Seller a Receivable as required pursuant to Section 2.04(b) of any Purchase Agreement to which such Intermediate SPV is a party as a seller, and the Seller is party as the purchaser, (ii) such Intermediate SPV shall have paid to the Collection Agent the purchase or words to that effect, notwithstanding that repurchase price for such wording may be broader Receivable in scope than accordance with such Section 2.04(b) and (iii) the collateral described proceeds of such purchase or repurchase constituting a deemed Collection in respect of such Receivable shall have been applied by the Collection Agent as required by Section 2.04 of this Agreement, then the security interest in such Receivable created by the immediately preceding sentence shall be, and is hereby automatically, released.

Security Interest. (a) As general and continuing 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 undertakes to grant and hereby grants to the Administrative Agent for its benefit Lender a security interest in all present and the ratable benefit after- acquired undertaking and property, both real and personal, of the Secured PartiesBorrower (collectively, a the "Collateral"), and as further general and continuing security interest infor the payment and performance of such Obligations, all the Borrower hereby assigns the Collateral to the Lender and mortgages and charges the Collateral as and by way of a fixed and specific mortgage and charge to the Lender. Without limiting the generality of the Borrower’s foregoing, the Collateral will include all right, title and interest in, to and under that the Borrower now has or may hereafter have or acquire in any manner whatsoever (including by way of amalgamation) in all property of the followingfollowing kinds: (a) all debts, whether accounts, claims and choses in action for monetary amounts which are now or which may hereafter ownedbecome due, existing owing or arising accruing due to the Borrower; (b) all inventory of whatever kind and wherever situated, including, without limiting the generality of the foregoing, all goods held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in the business of the Borrower (collectively, the “Collateral”): "Inventory"); (c) all machinery, equipment, fixtures, furniture, plant, vehicles and other tangible personal property which are not Inventory (collectively, the "Equipment"); (d) all chattel paper; (e) all warehouse receipts, bills of lading and other documents of title, whether negotiable or not; (f) all shares, bonds, debentures, uncertificated securities, and other securities (collectively, the "Securities"); (g) all rights, contracts, (including, without limitation, rights and interests arising thereunder or subject thereto), instruments, agreements, licences, permits, consents, leases, policies, approvals, development agreements, building contracts, performance bonds, purchase orders, plans and specifications all of which may or may not be personal property but may be rights in which the Borrower has interests, all as may be amended, modified, supplemented, replaced or restated from time to time ("Contractual Rights"); (h) all intangibles not otherwise described in this Section 2.01 including, without limiting the generality of the foregoing, all goodwill and all patents, trademarks, trade names, business names, trade styles, logos and other business identifiers, copyrights, technology, inventions, industrial designs, know-how, trade secrets and other industrial and intellectual property in which the Borrower now or in the future has any right, title or interest; (i) all Pool Receivablesinvestment property; (j) all bills, notes, cheques and other instruments and all coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government; (k) all books, invoices, documents and other records in any form evidencing or relating to the Collateral; (l) all replacements of, substitutions for and increases, additions and accessions to any of the property described in this Section 2.01; and (m) all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral; provided that the said assignment and mortgage and charge will not (i) extend or apply to the last day of the term of any lease or any agreement therefor now held or hereafter acquired by the Borrower, but should the Lender or any Agent enforce the said assignment or mortgage and charge, the Borrower will thereafter stand possessed of such last day and must hold it in trust to assign the same to any person acquiring such term in the course of the enforcement of the said assignment and mortgage and charge, or (ii) all Related Security with respect render the Lender or any Agent liable to such Pool Receivablesobserve or perform any term, (iii) all Collections with respect covenant or condition of any agreement, document or instrument to such Pool Receivables, (iv) which the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible is a party or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, by which it is bound. Despite any other contract rights or rights provision of this agreement, the interests granted to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined Lender pursuant to this agreement in the UCC), (vii) all other personal Borrower's existing 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. (b) The Administrative Agent (for the benefit of the Secured Parties) after-acquired trademarks shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available be limited to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtorLender’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 Agreementsecurity interests therein.

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

Security Interest. Debtors hereby grant to Secured Party continuing security interests in the following property, wherever located, now owned or hereafter acquired, and all proceeds, products, additions, accessions, substitutions, replacements, parts, accessories and returns thereof or thereto or used in conjunction therewith (a) As security for hereinafter referred to collectively as "Collateral"), to secure the performance payment of Debtors' indebtedness to Security Party represented by the Borrower of all the termsSecured Promissory Note dated April 25, covenants 1997, as well as future goods and agreements on the part of the Borrower to be performed under services provided, whether promissory note, trade acceptance, open account, guarantee or otherwise, arising after this Agreement or any other Transaction Documentfuture agreement between the parties, including together with interest on and renewals and extensions of time of said obligations (hereinafter referred to as "Indebtedness") until the punctual payment when due Secured Promissory Note above is paid in full. The security interest is junior to the security interest on Exhibit A, as well as to any replacement financing therefor the amount owed to Foothill as of April 25, 1997. (a) All present and future deposit accounts, accounts contracts, contract rights, instruments, documents, chattel paper, open accounts receivable, book debts, notes, general intangibles, choses in action, tax refunds, and insurance proceeds, any other obligations or indebtedness owed to Debtors from whatever source arising; all rights of Debtors to receive any payments in the money or kin; all guaranties of the Aggregate Capital foregoing 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, therefor; all of the Borrower’s right, title and interest inof Debtors in and with respect to the goods, services, or other property that gave rise to or that secure any of the foregoing and under insurance proceeds relating thereto, and all the rights of Debtors as an unpaid seller of goods and services, including, but not limited to, the rights of stoppage in transit, replevin, reclamation and resale, and all of the followingforegoing, whether now owned or existing or hereafter owned, existing created 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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.acquired; (b) The Administrative Agent All goods, merchandise, and other personal property now owned or hereafter acquired by Debtors that is held for sale or lease, or are furnished or to be furnished under any contract of service or are raw materials, work-in-progress, supplies, or materials used or consumed in Debtors' business wherever located, and all products thereof, and all substitutions, replacements, additions, or accessions therefor and thereto: (c) All machinery, equipment, furniture and fixtures now owned or hereafter acquired by Debtors, and used or acquired for use in the benefit business of Debtors, together with all accessions thereto and all substitutions and replacements thereof and parts therefor; (d) All cash or non-cash proceeds of any of the Secured Partiesforegoing, including insurance proceeds; and (e) shall haveAll ledger sheets, with respect to all the Collateralfiles, records, documents, and instruments (including, but not limited to, computer programs, tapes, and related electronic data processing software) evidencing an interest in addition to all the other rights and remedies available or relating to the Administrative Agent above. (for the benefit of the Secured Parties)f) All patents, all the rights patent applications, copyrights, royalties and remedies of a secured party under any applicable UCC licenses. (g) All Goodwill, names, service marks, drawings, trademarks, blueprints, trade names, trade search and customer lists. (h) Printing plates. (i) Any and all other Applicable Law. The Borrower hereby authorizes contract rights and/or agreements and/or licenses from all sources pursuant to which Debtors have the Administrative Agent right and authority to file financing statements market and any other applicable filings in any applicable jurisdiction 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 Agreementsell posters and/or buttons.

Security Interest. (a) 6.4.1 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 undertakes hereby confirms and reaffirms the grant under the Existing Purchase Agreement, and without limiting the foregoing, hereby grants, to grant 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 Borrower 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 Borrower Accounts and amounts on deposit therein, proceeds of the foregoing: (vI) all rights Receivables comprising the Receivable Pool; (but none II) the Related Assets in respect of the obligationsReceivable 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 each Hedge Agreement and, in each case, all rights and remedies of the Borrower under the Purchase and Sale Agreement, thereunder; (viVII) all goods other assets in the Receivable Pool and Related Assets; (including inventoryVIII) each Collection Account, equipment the Concentration Account and any accessions thereto), instruments the Payment Account; (including promissory notes), documents, IX) all accounts, chattel paper (whether tangible or electronic)paper, commercial tort claims, deposit accounts, securities accountsdocuments, securities entitlementsfixtures, general intangibles (including payment intangibles), goods (including equipment and inventory), instruments, investment property, letter-of-credit rights, commercial tort claimsletters of credit, securities money, as-extracted collateral, oil, gas and all other investment propertyminerals 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), (vii) all other personal and fixture property or assets of the Borrower foregoing clauses (I) through (X) and all accessions to, substitutions and replacements for, and rents, profits, and products of every kind and nature and the of the foregoing (viii) all proceeds ofincluding insurance proceeds), and all amounts received distributions (whether in money, securities, or receivable under other property) and collections from or with respect to any or all of, of the foregoing. (b) 6.4.2 The Administrative Agent (for the benefit parties hereto agree that this Agreement is not intended to constitute a novation or a termination of the Secured Parties) shall have, with respect to all obligations under the Collateral, Existing Purchase Agreement and in addition to all that the other rights and remedies available security interest created pursuant to the Administrative Agent (for Existing Purchase Agreement is hereby confirmed and is intended to continue and to secure the benefit of Borrower Obligations under this Agreement which amends and restates the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 Existing Purchase Agreement.

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 undertakes to grant and 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Borrower Accounts the Absolute Assignment of Rents and amounts on deposit therein, (v) Leases); all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto)accounts, instruments cash receipts, deposit DEED TO SECURE DEBT (including promissory notes)GEORGIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113573/Store No. 523 accounts, impounds, accounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, accountspromissory notes, chattel paper (whether tangible or electronic)drafts, deposit accountsletters of credit, securities accounts, securities entitlements, letter-of-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), (vii) herein; together with all other personal replacements 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 additions and accessions to, any or all of, of the foregoing. (b) The Administrative Agent (for the benefit , and all books, records and files relating to any of the Secured Parties) shall have, with respect foregoing. 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the above-described personal property, this Security Deed is acknowledged and agreed to be a security agreement under the Georgia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor’s personal property or assets” or words to that effectand its address is as set forth on page 1 of this Security Deed, notwithstanding that such wording may be broader in scope than (ii) the collateral described in Grantee is the “secured party” and its address is as set forth on page 1 of this AgreementSecurity Deed and (iii) the name of the record owner of the Property is Grantor.

Security Interest. (a) As Borrower hereby grants to BANK, as one general, ----------------- continuing collateral security for the performance Loan and for any other sums owing from Borrower to BANK under the Note or this Agreement, as well as for any other present or future indebtedness or liability of Borrower to BANK, a security interest in all Mortgage Loans now or hereafter made which have been pledged to BANK (whether by delivery to BANK, to the Borrower Collateral Custodian, or to a third party on BANK's behalf or otherwise) or upon which any advance is made by BANK, and in the Mortgage Note and Mortgage evidencing said Mortgage Loan, and in all instruments, general intangibles, property, rights proceeds and payments relating thereto, including without limitation the following: 5.01.01 All payments and prepayments of principal, interest, and other income due or to become due thereon and all proceeds therefrom, and 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 inof every nature whatsoever of Borrower in and to the same and every part of such property including, to and under all of without limitation, the following: (a) All rights, whether now or hereafter owned, liens and security interest existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivablesthereto or as security therefor; (b) All hazard insurance policies, (iii) all Collections title insurance policies or condemnation proceeds with respect thereto; (c) All prepayment premiums and late payment charges with respect thereto; 5.01.02 All real estate acquired by Borrower by deed in lieu of foreclosure or by foreclosure attributable to any such Pool ReceivablesMortgage Loan; 5.01.03 All Take-Out Commitments, (iv) mortgage backed securities, and/or pool participation certificates and the proceeds resulting from sales of same by Borrower; 5.01.04 All right, title and interest of Borrower Accounts in and to all amounts on deposit thereinfiles, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and all certificates other records, information, and instruments, if anyrelated data of Borrower; 5.01.05 The proceeds from the sale of any Collateral; 5.01.06 Any other property and proceeds thereof that may, from time to time evidencing such Borrower Accounts and amounts on deposit thereinhereafter, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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 be subject to the payment of moneysecurity interests created hereby; 5.01.07 All business records, insurance claims computer tapes, software, microfiche, etc., necessary to identify 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. (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all locate 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 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 undertakes to grant and 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 '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 moneys 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 Borrower Accounts and all amounts on deposit thereinfor 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 Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) right of the Borrower under the Purchase to compel performance and Sale Agreementotherwise exercise all remedies thereunder, (viB) all goods (including inventoryTransferred Assets, equipment whether now owned and any accessions thereto)existing or hereafter acquired or arising, instruments (including promissory notes)the Related Security and Collections with respect thereto and all other assets, documentsincluding, without limitation, 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), (vii) all other personal and fixture property or assets including undivided interests in any of the Borrower of every kind foregoing, (C) the Lock-Boxes and nature Deposit Accounts 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, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and Seller hereby grants to the Administrative Agent Purchaser (for its own benefit and for the ratable benefit of 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 all of its right, title and interest in 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, RSCA; (vi) all other personal and fixture property or assets of the 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-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 (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. (b) . The Administrative Agent Purchaser (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 Purchaser (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent Purchaser to file financing statements and any other applicable filings in any applicable jurisdiction 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. (b) Immediately upon the occurrence of the Final Payout Date, the Seller 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 Purchaser shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Purchaser following any such termination, and at the expense of the Seller, the Purchaser shall execute (if legally required) and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

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 undertakes to grant and 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (vi) all other personal and fixture property or assets of the 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-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 (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 Borrower Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security for To secure the performance by the Borrower prompt payment of all of each Debtor's liabilities, obligations and indebtedness to the termsSecured Party, covenants under that certain Loan Agreement between the Secured Party and agreements on the part Debtors with respect to the loans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and all of the Borrower other Loan Documents (as defined in the Loan Agreement) (the foregoing liabilities, obligations and indebtedness being sometimes collectively referred to be performed under this Agreement or any other Transaction Documentherein as the “Obligations” of such Debtor), 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 each Debtor hereby grants to the Administrative Agent for its benefit Secured Party a continuing first priority lien and the ratable benefit security interest in and right of setoff against all of such Debtor's rights, title and interest, including without limitation such 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 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”): the Fund trust accounts specified in Exhibit A, attached hereto and made a part hereof in the name of the Debtor, including any future amendments of such Exhibit A and any and all other Fund trust accounts of Debtor for which the Secured PartiesParty is Custodian and as to which no third party has any pledge, a continuing security interest ininterest, lien or other rights, all regardless of name changes to, and including all subaccounts thereof (collectively the Borrower“Securities Account”), together with all of such Debtor’s rightrights, title and interest inin and to all securities and financial assets (as such terms are defined in Article 8 of the UCC) therein and all principal, to interest, distributions, dividends (whether cash or stock), income, earnings, cash and under other rights at any time received or receivable or otherwise distributed in respect of or in exchange therefor, and all additions to, all replacements of, all substitutions for, and all proceeds of any or all of the following, whether now or hereafter owned, existing or arising foregoing (collectively, all of the foregoing being sometimes collectively referred to herein as the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to ” of such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) Debtor). The Secured Party may also prepare and file on behalf of Debtors appropriate UCC-1 financing statements evidencing the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none Secured Party's interest in the Collateral under Article 9 of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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 (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. (b) ii. 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 and all other Applicable LawUCC. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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. iii. Immediately upon the occurrence of the Final Payout Date, the 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 (if applicable) and deliver to the Borrower 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 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 undertakes security or other documents relating to grant such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and hereby grants to the Administrative Agent for its benefit other books 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 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 Borrower 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 Borrower Accounts on deposit in the Collection Account and amounts 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, including all moneys, cash, deposits, securities or investment property from time to time 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; (vQ) 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; (viT) all goods (including inventory“general intangibles”, equipment and any accessions thereto)“accounts”, instruments (including promissory notes)“chattel paper”, 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.”,

Security Interest. (a) As security for the performance by the Each 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 Agent, for the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesLenders, a continuing security interest in, all and a Lien on, the following property of the such Borrower wherever located and whether now owned or hereafter acquired: (a) All Accounts (other than any governmental Accounts that are not legally assignable by Borrower’s right), title Inventory, general intangibles, payment intangibles, chattel paper, documents, and interest instruments, whether or not specifically assigned to Agent or any Lender, automotive equipment, motor vehicles and fixtures; (b) All guaranties, collateral, liens on, or security interests in, to and under all real or personal property, leases, letters 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 Borrower Accounts and all amounts on deposit thereincredit, and all certificates other rights, agreements, and instrumentsproperty securing or relating to payment of Accounts; (c) All rights to receive the surplus funds, if any, from time which are payable to Borrower following the termination of any Pension Plan and the satisfaction of all liabilities to participants and beneficiaries under such Pension Plan in accordance with applicable law; (d) All trademarks, trademark rights, patents, patent rights, intellectual property licenses and permits, trade names, trade name rights, and approvals, including, without limitation, those listed on Schedule 5.1(d) attached hereto, together with all income, royalties, damages and payments now and hereafter due and payable thereunder with respect thereto; (e) Equipment, whether or not affixed to realty, including Unencumbered Aircraft and equipment located thereon but excluding any Aircraft that is not an Unencumbered Aircraft; (f) All sale, service, performance and equipment lease contracts as to which any Borrower is lessee, agreements and grants (whether written or oral), and any other contract (whether written or oral) between any Borrower and any third party (except for any real property leases, or any equipment leases that do not allow an assignment of such leases by their terms, neither of which shall be Collateral); (g) The entire goodwill and all product lines of each Borrower's businesses and other general intangibles, including, without limitation, know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae in connection with the use of and symbolized by the trademarks of any Borrower; (h) All books, records, ledger cards, data processing records, computer software, and other property at any time evidencing or relating to Collateral; (i) All cash, cash equivalents, monies, securities (including all stock of any Affiliate owned by Borrower or any Consolidated Subsidiary (provided that with respect to any Foreign Subsidiary, such Borrower Accounts and amounts on deposit therein, pledge shall be limited to sixty-five percent (v) all rights (but none of the obligations65%) of the Borrower under the Purchase such Foreign Subsidiary’s outstanding voting stock and Sale Agreement, stock equivalents and one hundred percent (vi100%) all goods (including inventory, equipment of such Foreign Subsidiary’s outstanding non-voting stock and any accessions theretostock equivalents), instruments whether now owned or hereafter formed or acquired, and all proceeds thereof, and other property now or hereafter held, or received by, or in transit to, the Agent or any Lender from or for any Borrower, and all of each Borrower's investment property and financial assets (including promissory notesas each is defined in the UCC), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accountsincluding those described on Schedule 5.1(i) attached hereto, securities entitlementscredits, letter-of-credit rightsand balances with Agent or any Lender existing at any time; (j) All parts (other than parts included in the purchase of Aircraft that is the subject of a Permitted Encumbrance), commercial tort claimsaccessories, securities attachments, special tools, additions, replacements, substitutions, and accessions to or for all other investment propertyof the foregoing; (k) All Commercial Tort Claims, supporting obligationsincluding those described on Schedule 5.1(k) attached hereto; and (l) All proceeds and products of all of the foregoing in any form, moneyincluding, without limitation, amounts payable under any other contract rights policies of insurance insuring the foregoing against loss or rights to the payment of money, insurance claims and proceedsdamage, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal increases and fixture property or assets of the Borrower of every kind and nature and (viii) all proceeds of, and all amounts profits 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “from all of the debtor’s personal property foregoing; provided, however, the Collateral shall not include any rights or assets” interests of Borrower under any licenses, leases or words other contracts if and to the extent that effectthe granting of a security interest in such licenses, notwithstanding that leases or contract is prohibited as a matter of law (as opposed to a contractual prohibition); provided, further, (i) if any such wording may prohibition is no longer effective, a security interest therein in favor of Agent shall automatically arise hereunder without any further action on the part of any Borrower or Agent and (ii) nothing contained herein shall be broader deemed to limit, impair or otherwise affect Agent's security interest in scope than the collateral described any rights or interests of any Borrower in this Agreementor to monies due or to become due under any such agreement.

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 or declared due, each Borrower hereby grants, pledges, conveys and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants 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 Receivablesincluding, (iii) all Collections with respect to such Pool Receivableswithout limitation, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, letterHealth-ofCare-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) Insurance Receivables (each as defined in the UCCCode); (b) all of 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 (including, without limitation, any Licenses and CONs), (vii) all other personal chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and fixture property or assets documents of the Borrower of every kind and nature and (viii) all proceeds oftitle, and all amounts received or receivable under any or all of, the foregoing. (b) The Administrative Agent (for the benefit of the Secured PartiesBorrower’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) shall haveall of the Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of the Borrower’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, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, 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 all the other Administrative Agent’s and each Lender’s rights and remedies available of setoff (which the Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by Administrative Agent or any Lender to the Administrative Agent Borrower; (for the benefit g) all insurance proceeds of or relating to any of the Secured Parties)foregoing property and interests in property, all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in key man life insurance policy covering the life of any applicable jurisdiction describing as officer or employee of Borrower; (h) all proceeds and profits derived from the collateral covered thereby as “operation of the Borrower’s business; (i) all of the debtorBorrower’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 Affiliate Revolving Loan - 50 - DM3\7000734.9 Agreement) solely to the extent such control or right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that as soon as any such prohibition or restriction lapses or is legally removed Borrower shall immediately take such all actions as are reasonably necessary to provide Administrative Agent with control over and/or the right of setoff against such Government Blocked Account (at Borrower’s cost). Administrative Agent, for itself and on behalf of the other Lenders further acknowledges and agrees that the term “Collateral” shall not include: (i) any portion of the Collateral (but not the proceeds thereof) that is subject to a rule of law, statute or regulation prohibiting the granting of a security interest therein; and (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of the Borrower if under the terms of such contract, lease, permit, license, or assets” license agreement, or words applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained; provided, that, (A) the foregoing exclusions of clauses (i) and (ii) above shall (x) exist only for so long as such rule of law, statute, regulations or written agreement, document or instrument continues to be effective (and when such rule, statute, regulation or written agreement, document or instrument becomes no longer applicable or upon the cessation, termination or expiration thereof, the security interest granted herein shall be deemed to have automatically attached to such Collateral), (B) the foregoing exclusions of clause (ii) above shall in no way be construed to (1) apply to the extent that effectany described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) apply to the extent that any consent or waiver has been obtained that would permit Administrative Agent’s security interest or lien to attach notwithstanding that the prohibition or restriction on the pledge of such wording may contract, lease, permit, license, or license agreement, and (C) the foregoing exclusions of clauses (i) and (ii) above shall in no way be broader construed to limit, impair, or otherwise affect any of Administrative Agent’s or any Lender’s continuing security interests in scope than and liens upon any rights or interests of the collateral Borrower in or to (1) monies due or to become due under or in connection with any described in this Agreementcontract, lease, permit, license, license agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement).

Security Interest. (a) As security for the performance by the Borrower of all the termspayment and performance, covenants and agreements on the part in full of the Borrower to be performed under this Agreement Obligations, and any extensions, renewals, modifications or any other Transaction Document, including the punctual payment when due refinancings of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to grant the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, their successors and assigns, 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"). In connection with the Security Interest and constituting a part of the Collateral for all of the followingObligations secured by the Security Interest granted hereunder, the Parent hereby pledges and assigns to the Secured Parties, and grants to the Secured Parties a continuing security interest in, items (a) through (h) below, whether now existing or hereafter ownedacquired or arising; notwithstanding the foregoing, existing or arising (collectivelywithout consent, the “Collateral”): Grantor may grant a Senior Security Interest in hereinafter acquired assets, properties, leases (iincluding corporations, partnerships, and other entities holding the foregoing) for use in its business, directly or through subsidiaries, which may be secured by the asset acquired and financed using cash payments of the Grantor and up to $2,000,000 of secured non-equity linked commercial debt. Said Senior Security Interest shall rank senior to the Secured Parties' Security Interest granted pursuant to this Agreement. (a) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase Parent's right, title and Sale Agreement, (vi) 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 interest 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.Subsidiaries; (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal Parent's share and interest as shareholders in the business, assets, capital, profits, goodwill and other property of the Subsidiaries; (c) all of the Parent's rights, powers and privileges under the articles of incorporation, bylaws and other organizational documents of the Subsidiaries; (d) any and all fees, distributions and other payments and compensation due and to become due to each Grantor from the Subsidiaries; (e) any and all securities, stock, partnership interests, membership interests, financial assets, founders fees, fees, distributions, receivables, contract rights, general intangibles and other amounts now or assets” hereafter payable in respect of the Parent's interest in the Subsidiaries; (f) all investment property and securities entitlements in or words arising from any of the foregoing; (g) the proceeds (whether cash or non-cash) to that effectbe paid and payable to the Parent or the Subsidiaries upon any sale or other transfer of any right, notwithstanding that such wording may be broader title or interest of the Parent in scope than the collateral described in this AgreementSubsidiaries; and (h) any and all cash and non-cash proceeds of any of the foregoing.

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 undertakes to grant and Seller hereby grants to the Administrative Agent Agent, for its benefit and for 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 Borrower Seller’s right in the Lock-Boxes and the Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of Seller in its capacity as the Borrower buyer under the Purchase and Sale Agreement, (vi) 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), (vii) all other personal and fixture property or assets of the Borrower Seller of every kind and nature nature, and (viii) all proceeds of, and all amounts received or receivable under any or all of, of the foregoing. (b) 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security for the performance In consideration of extensions of credit by the Borrower of all Lender to 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 ObligationsBorrowers, the Borrower undertakes to receipt of which is hereby acknowledged, the Borrowers hereby grant and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lender a continuing security interest in, in all of the Borrower’s Borrowers right, title and interest in, in and to and under all the following property (the "Collateral"): (a) All of the followingBorrowers' inventory, whether now or hereafter ownedincluding, existing or arising (collectively, the “Collateral”): without limitation: (i) all Pool Receivablesraw material, goods and work in process, parts, components, assemblies, supplies and materials (including, without limitation, wrapping, advertising, packaging and shipping materials), used or consumed in the Borrowers' business; (ii) all Related Security with respect goods, wares and merchandise, finished or unfinished, held for sale or leased or furnished to such Pool Receivables, be furnished under contracts of service or used or consumed by the Borrowers' business; (iii) all Collections with respect to such Pool Receivablesgoods returned to, repossessed or stopped in transit by or on behalf of the Borrowers; and (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights of reclamation and stoppage in transit and rights of an unpaid seller of merchandise or services (but none all of the obligationsforegoing collectively being referred to as "Inventory"); (b) All of the Borrower under the Purchase Borrowers' accounts and Sale Agreementaccounts receivable (including, (vi) without limitation, all rights to payment for goods (including inventory, equipment and any accessions theretosold or leased or for services rendered which are not evidenced by an instrument or chattel paper), instruments (including promissory notes)instruments, documents, accountscontracts, securities, credits, documents, letters of credit, chattel paper paper, notes, bills, drafts, acceptances, chooses in action and causes of action (whether tangible arising in contract, tort as otherwise and whether or electronic)not currently in litigation) and all other debts, obligations and liabilities in whatever form owing to the Borrowers' documents of title, warehouse receipts, leases, investment accounts, deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligationscash, money, any contract rights, dividends, distributions, judgements, covenants, licenses, franchises, warranties, indemnities, partnership and joint venture interests and other contract rights or rights, including all rights to the payment of moneymoney (all of the foregoing collectively being referred to as "Accounts"); (c) All of the Borrowers' machinery, insurance claims equipment, supplies, furnishings, tools, tooling, jigs, dies, fixtures, manufacturing implements, motor vehicles and proceedstrailers and all other personal property (all of the foregoing collectively being referred to as "Equipment"); and (d) All of the Borrowers' patents, patent applications, trademarks, service marks, trade names and the good will associated therewith, trademark applications, technical knowledge and processes, blue prints, technical specifications, copyrights, copyright applications, trade secrets, and all other general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal including, without limitation, customer lists, computer programs, computer records and fixture property or assets of the Borrower of every kind and nature and (viii) all proceeds ofdiscs, computer data, software, intellectual property, tax refunds, tax refund claims, and all amounts received letters of credit, guarantees, claims, security interests or receivable under other security held by or granted to the Borrowers to secure payment due to the Borrowers, and all 119 embodiments of 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 foregoing (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words foregoing collectively being referred to that effect, notwithstanding that such wording may be broader in scope than the collateral as "General Intangibles"). The Collateral includes all items described above in this AgreementParagraph 1, whether now owned or hereafter at any time acquired by any Borrower and wherever located, and includes all replacements, additions, accessions, substitutions, repairs, guaranties and securities therefor, proceeds and products relating thereto or therefrom, and all documents, records, ledger sheets and files of any Borrower relating thereto. Proceeds hereunder include: (i) whatever is now or hereafter received by any Borrower, in whatever form, upon the sale, exchange, collection or other disposition of any item of Collateral, whether such proceeds constitute Inventory, Accounts, General Intangibles or Equipment; (ii) any such items which are now or hereafter acquired by any Borrower with any proceeds of the Collateral; and (iii) any insurance now or hereafter payable by reason of loss or damage to any item of Collateral or any proceeds hereof, and all unearned refund premiums and dividends which may become payable under such policies of insurance and loss payments under such policies, which shall reduce the unearned premiums.

Security Interest. (a) As security for the performance by the Borrower payment or other satisfaction 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, Party a continuing security interest in, in all of the personal property of Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing existing, acquired or arising (collectivelyand wherever now or hereafter located, including, without limitation, the “Collateral”): following: (a) all Accounts and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory; (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Investment Property; (f) all Deposit Accounts, bank accounts and all deposits and cash; (g) all Letter of Credit Rights; (h) all Commercial Tort Claims set forth on Exhibit A hereto, as such Exhibit A may be amended from time to time; (i) any other property of Borrower now or hereafter in the possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of Secured Party or any participant with Secured Party in the Loans (as defined in the Credit Agreement), for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (j) all Pool Receivablesadditions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business. Except as defined herein, all terms used above shall have the meanings provided in the New York Uniform Commercial Code. Notwithstanding the foregoing, the security interest granted herein and/or in the Credit Agreement shall not extend to and the term "Collateral" shall not include the following (“Excluded Property”) (i) any general intangibles (whether owned or held as licensee or lessee or otherwise including, for the avoidance of doubt, leasehold interests as lessee or sublessee under real property leases and subleases) to the extent that the granting of a security interest therein would be contrary to applicable law or create a default under any agreement governing such property, right or license (but only if such restrictions are enforceable as a matter of law); (ii) all Related Security with respect any equipment financed by another lender or lessor under documentation that prohibits the granting of a second lien thereon executed prior to such Pool Receivables, the date of this Agreement or which is subject to a Permitted Lien; (iii) all Collections any intent-to-use trademarks, prior to the filing of a “Statement of Use” with respect thereto if and solely to the extent that (and so long as) any such Pool Receivablesintent-to-use trademark application would be rendered void by the attachment or creation of a security interest in the right, title or interest of Borrower therein); and (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none more than 65% of the obligationspresently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Subsidiary of Borrower organized in a jurisdiction other than the United States, which shares entitle the holder thereof to vote for directors or any other matter provided, however, that the foregoing exclusions shall not apply in any case if (x) such prohibition has been waived or such other Person has otherwise consented to the creation hereunder of a Lien and security interest in such assigned contract, General Intangible, instrument, license, chattel paper, property or asset, or (y) such prohibition, or the term that relates or gives rise thereto, would be rendered ineffective pursuant to any of Sections 9-406, 9-407, 9-408 or 9-409 of Article 9 of the Borrower under the Purchase Uniform Commercial Code, as applicable and Sale Agreementas then in effect in any relevant jurisdiction, (vi) all goods or any other applicable law (including inventorythe Bankruptcy Code) or principles of equity; provided, equipment and any accessions thereto)further, instruments that Excluded Property shall not include (including promissory notes), documents, accounts, chattel paper 1) Proceeds (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 such term is defined in the UCC), substitutions or replacements of any Excluded Property referred to in the foregoing clauses (viii), (ii), (iii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viiiiv), unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Property referred to in the foregoing clauses (i), (ii), (iii) all proceeds ofand (iv), and all amounts received (2) any Account, Inventory 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings interest in any applicable jurisdiction 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 Agreementdeposit account.

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 undertakes to grant and 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower such SPV Entity under the applicable Purchase and Sale Agreement, ; (vi) all personal and fixture property or assets of such SPV Entity of every kind and nature including, in 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-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 UCC)UCC or the PPSA, as applicable) and (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. (b) Each SPV Entity confirms that value has been given by the Administrative Agent and the Secured Parties to such SPV Entity, that such SPV Entity has rights in its Pledged Collateral existing at the date of this Agreement, and that such SPV Entity and the Administrative Agent have not agreed to postpone the time for attachment of the security interests granted hereunder to any of the Pledged Collateral of such SPV Entity. The security interests granted hereunder with respect to the Pledged Collateral of each SPV Entity created by this Agreement shall have effect and be deemed to be effective whether or not the related Guaranteed Obligations of such SPV Entity under its SPV Entity Guaranty or any part thereof are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by any Secured Party shall oblige any Secured Party to make any financial accommodation or further financial accommodation available to either SPV Entity or any other Person. (c) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Pledged 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 and all other Applicable Lawor PPSA or under this Agreement, including Section 9.01. The Borrower Each SPV Entity hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 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, 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. Subject to the existing lien on accounts receivable pursuant to that certain Factoring and Security Agreement, dated as of April 16, 2010 and amended on May 25, 2012, between the borrower and United Capital Funding Corporation, Borrower hereby grants to Lender, to secure the payment and performance in full of all of the Obligations, a security interest in and pledges and assigns to Lender the following (all of the same being hereinafter called the "Collateral"): All assets of the Borrower presently existing and wherever located, including but not limited to: (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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether including tangible or electronicand electronic chattel paper), deposit accounts, documents, equipment, general intangibles (including payment intangibles and software), instruments, inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities accounts, and securities entitlements), letter-of-letter of credit rights, commercial tort claimsmoney, securities and all other investment propertyof Borrower's books and records with respect to any of the foregoing, supporting obligationsand the computers and equipment containing said books and records; and (b) any and all cash proceeds and/or noncash proceeds thereof, moneyincluding, any other contract rights or rights to the payment of moneywithout limitation, insurance claims and proceeds, and all general intangibles supporting obligations and the security therefor or for any right to payment. Upon request by Borrower after securing a senior lender (including all payment intangibles"Senior Lender") providing accounts receivable financing in an amount no less than One Million Seven Hundred and Fifty Thousand and 00/100 Dollars (each as defined in the UCC$1,750,000.00), (vii) all other personal Lender shall enter into a subordination agreement 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. (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, intercreditor agreement in form reasonably acceptable to Lender with respect to all the Collateral, provided that (i) Borrower is not in default hereunder at the time of such request and in addition to (ii) Lender shall retain a senior lien on all tooling and equipment purchased by Borrower's contract manufacturer on Borrower's behalf located at the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties)Capricorn Pharma, all the rights and remedies of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing Inc. facility located at 6900 English ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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 Agreementdetailed on Exhibit C attached hereto.

Security Interest. (a) As security for the performance by the Borrower of all the termsDebtor hereby assigns, covenants pledges and agreements on the part of the Borrower transfers to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital Secured Party 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, Party a continuing security interest inin all of the properties, assets and rights of each Debtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, including the properties described in this Section 1, all of which properties, assets, and rights are hereafter called "Collateral." 1.1 All of Debtor's accounts, chattel paper, accounts receivable, contract rights, documents and instruments; all other obligations or indebtedness owed to Debtor from whatever source arising; all guarantees of any of the Borrower’s foregoing and all security therefor; all of the right, title and interest inof Debtor in and with respect to the goods, services or other property which gave rise to or which secure any of the foregoing and under all insurance policies and proceeds relating thereto; all of the following, foregoing whether now owned by Debtor or hereafter ownedacquired or in existence. 1.2 All of Debtor's inventory, existing including, without limitation, all goods, merchandise and other personal property which are held for sale or arising (collectivelylease, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect or are furnished or to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit thereinbe furnished under any contract of service by Debtor, and all certificates raw materials, work-in-progress, supplies or materials used or consumed in Debtor's business, and instrumentsall products thereof, if anyand all substitutions, from time replacements, additions and accessories thereto, all whether now owned or hereafter acquired by Debtor; and all of Debtor's right, title and interest in and to time evidencing any leases or rental agreements for such Borrower Accounts inventory. 1.3 All of Debtor's equipment, including, without limitation, all furniture, fixtures, machinery and amounts on deposit thereinother equipment of any kind and all substitutions and replacements thereof and accessories and parts therefor, (v) all whether now owned or hereafter acquired by Debtor. 1.4 All of Debtor's general intangibles, including, without limitation, all payment intangibles, software, goodwill, patents, formulas, blueprints, proprietary manufacturing processes, trademarks, licenses, franchises, beneficial interests in trusts, joint venture interests, partnership interests, rights (but none to tax refunds, pension plan overfundings, literary rights and other contractual rights of the obligations) Debtor, all whether now owned or hereafter acquired by Debtor. 1.5 All of the Borrower under the Purchase and Sale AgreementDebtor's investment property, (vi) including, without limitation, all goods (including inventorysecurities, equipment and any accessions thereto)whether certificated or uncertificated, instruments (including promissory notes)all security entitlements, documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, all securities accounts, securities entitlementsall commodity contracts and all commodity accounts owned by Debtor or in which Debtor has an interest, all whether now owned or hereafter acquired by Debtor. 1.6 All of Debtor's deposit accounts and letter-of-credit rights, commercial tort claims, securities and all other investment property, . 1.7 All supporting obligations, moneyledger sheets, any other contract rights files, records, documents, blueprints, drawings and instruments (including without limitation, computer programs, tapes and related electronic data processing software) evidencing an interest in or rights relating to the payment Collateral described in this Section 1. 1.8 All proceeds and products of moneythe Collateral described above in this Section 1, including, without limitation, all claims against third parties for damage to or loss or destruction of any of the foregoing, including insurance claims and proceeds, and all accounts, contract rights, chattel paper and general intangibles (including all payment intangibles) (each as defined in the UCC)arising out of any sale, (vii) all lease or other personal and fixture property or assets disposition of the Borrower any of every kind and nature 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and 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 Borrower’s Seller'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 Borrower Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none the right of the obligations) of the Borrower under the Purchase Seller to compel performance and Sale Agreementotherwise exercise all remedies thereunder, (viB) all goods (including inventoryReceivables, equipment whether now owned and any accessions thereto)existing or hereafter acquired or arising, instruments (including promissory notes)the Related Security with respect thereto and the Collections and all other assets, documentsincluding, without limitation, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsgoods, 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), (vii) all other personal and fixture property or assets including undivided interests in any of the Borrower of every kind foregoing, (C) the Lock-Boxes and nature Deposit Accounts, and any funds on deposit in any such 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, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security for To secure the prompt payment of the Investments, the Loans, the Guaranteed Obligations, the SPE Guaranty, and all other SPE Obligations and the performance by the Borrower SPE 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 SPE hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Purchaser/Lenders 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 followingSPE, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “SPE Collateral”): (iA) all Pool Unsold Receivables, (iiB) all Related Security with respect to such Pool Unsold Receivables, (iii) all Collections with respect to such Pool Receivables, (ivC) the Borrower Lock-Boxes, Collection Accounts and Cash Dominion Administration Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes, Collection Accounts and Cash Dominion Administration Accounts and amounts on deposit therein, (vD) all rights (but none of the obligationsSPE under the Transfer Agreement; (E) all other personal and fixture property or assets of the Borrower under the Purchase SPE of every kind and Sale Agreement, (vi) nature 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-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 (viiiF) 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 SPE 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 UCC. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 2.10 shall be in addition to, and all other Applicable Law. The Borrower hereby authorizes shall not be construed to limit or modify, the Administrative Agent sale of Sold Assets pursuant to file financing statements and any other applicable filings in any applicable jurisdiction describing as Section 2.01(b), or the collateral covered thereby as “all SPE’s grant of the debtor’s personal property or assets” or words security interest pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementSection 2.08.

Security Interest. For valuable consideration, and to secure the due payment and performance of all principal of, interest on the Loans, the Loan Availability Fee and any interest due thereon, Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Lessor to Lenders, the Administrative Agent and the Collateral Agent arising out of or in any way connected with the Operative Documents and all instruments, agreements and documents executed, issued and delivered pursuant thereto (collectively, the "Secured Obligations"), Lessor hereby assigns, conveys, mortgages, pledges, hypothecates, transfers and sets over to the Collateral Agent, and its successors and assigns, and grants to the Collateral Agent, and its successors and permitted assigns, a first Lien on and security interest in the rights, title and interest of Lessor now held or hereafter acquired in and to the following, except for Excepted Payments with respect thereto (collectively, the "Lessor Collateral"): (a) As security the Items of Equipment; (b) all Subleases pertaining to the Items of Equipment; (c) any Bill ▇▇ Sale and all warranties (including, without limitation, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the performance by Items of Equipment; (d) this Agreement, the Borrower Lease Agreement, the Security Documents and all Lease Payments, Availability Fees and Supplemental Payments payable under the Lease Agreement and all other sums payable thereunder; (e) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with the Lease Agreement or the Items of Equipment, including, without limitation, Lease Payments, Availability Fees, Supplemental Payments and Lessee Collateral and any other payments due and to become due under the Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (f) all claims, rights, powers, or privileges and remedies of Lessor under the terms, covenants and agreements on the part Lease Agreement; (g) all rights of the Borrower to be performed Lessor under this Agreement and the Lease Agreement to make determinations to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or any property which is the subject of this Agreement or the Lease Agreement, to enforce or execute any checks, or other Transaction Documentinstruments or orders, including to file any claims and to take any action which (in the punctual payment when due opinion of the Aggregate Capital Collateral Agent) may be necessary or advisable in connection with any of the foregoing; provided, however, the Collateral Agent agrees for the benefit of Lessor that so long as no Loan Event of Default has occurred and is continuing, it will not exercise any of the rights assigned to it under clauses (f) and (g) of this Section 7, other than the right to receive amounts due under the Lease Agreement and Section 9 of this Agreement, without the prior written consent of Lessor; (h) all Interest moneys now or hereafter paid or required to be paid to Lenders pursuant to any Operative Document; and (i) all proceeds of Lessor Collateral including, without limitation, all rentals, income and profits in respect of the Loans and all other Borrower ObligationsItems of Equipment, whether under 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 inLease Agreement or otherwise, all of the Borrower’s right, title and interest in, to and under all of the following, whether now credits granted by any manufacturer or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security vendor with respect to such Pool Receivables, (iii) all Collections the return of any Item of Equipment and the proceeds of any insurance payable with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none Items of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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 foregoingEquipment. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security collateral for the performance by the Borrower of all the termsMaker’s obligations and indebtedness to Payee hereunder, 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 Maker hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Payee a continuing first priority perfected security interest in, in and lien on all of the Borrower’s right, title and interest in, of Maker in and to any and under all of the following, following property and all other property whether now or hereafter owned, existing or arising acquired, wherever located, all substitutions, replacements, accessions, products or proceeds (collectivelyincluding, without limitation, insurance proceeds) of such property, wherever located and in whatever form, and all books and records pertaining to such property (the “Collateral”): (i) All Accounts; all Pool Receivablescash and currency; all Chattel Paper; all Commercial Tort Claims; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Domain Names; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Other Intellectual Property; all Patents; all Patent Licenses; all Payment Intangibles; all Pledged Equity; all Proprietary Databases; all Proprietary Software; all Securities Accounts; all Software; all Supporting Obligations; all Trademarks; all Trademark Licenses; all Trade Secrets; all Websites and to the extent not otherwise included, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts Accessions and all amounts on deposit therein, Proceeds of any and all certificates of the foregoing. Capitalized terms used in the above paragraph and instruments, if any, not defined shall have the meanings set forth in the Uniform Commercial Code in effect from time to time evidencing such Borrower Accounts in the State of New York (the “UCC”). (b) Maker hereby authorizes Payee to file at any time financing statements, continuation statements, and amounts on deposit therein, amendments thereto that (vi) either specifically describe the Collateral or describe the Collateral as all rights (but none assets of Maker of the obligationskind pledged hereunder, and (ii) contain any other information required by the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Maker is an organization, the type of organization and any organizational identification number issued to Maker, if applicable. Any such financing statements may be filed by Payee at any time in any jurisdiction whether or not Article 9 of the Borrower under UCC is then in effect in that jurisdiction. Maker shall from time to time endorse and deliver to Payee, at the Purchase request of Payee, all documents that Payee may request, in form reasonably satisfactory to Payee, to perfect and Sale Agreementcontinue perfection of Payee’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated hereby. Maker shall have possession of the Collateral, except where expressly otherwise provided in this Note, or, subject to the terms hereof, where Payee chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral exceeding $500,000 in value is in possession of a third party bailee or maintained at any leased location, Maker shall take such steps as Payee reasonably requests for Payee to (vii) all goods (including inventoryobtain an acknowledgement, equipment in form and substance reasonably satisfactory to Maker, of the bailee or landlord that the bailee or landlord holds such Collateral for the benefit of Payee, and otherwise grant access to such property to Payee. Maker shall use commercially reasonable efforts to take such steps as Payee requests to obtain “control” of any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)Collateral consisting of investment property, 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 electronic chattel paper (as such items and term “control” are defined in Article 9 of the UCC) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Payee. Maker will not create any chattel paper with a value in excess, individually or in the payment aggregate, of money, insurance claims and proceeds, and all general intangibles $500,000 without placing a legend on the chattel paper reasonably acceptable to Payee indicating that Payee has a security interest in the chattel paper. (including all payment intangiblesc) Upon occurrence of a Security Interest Termination Event (each as defined in the UCCbelow), (viii) any security interest created by this Note shall immediately cease to be effective, (ii) Payee shall take all other personal and fixture property actions reasonably necessary to terminate any financing statements filed by or assets on behalf of Payee in connection with the Borrower of every kind and nature Collateral, and (viiiiii) Payee authorizes Maker to take on its behalf all proceeds of, and all amounts received or receivable under any or all of, actions reasonably necessary to effect the foregoing. (bd) The Administrative Agent (for the benefit For purposes of this Section 6, a “Security Interest Termination Event” means a termination of the Secured PartiesMerger Agreement other than a termination pursuant to (i) 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 PartiesSection 7.1(a), all (ii) Section 7.1(b)(ii), (iii) Section 7.1(b)(iii), (iv) Section 7.1(b)(iv), (v) Section 7.1(d)(ii) and (vi) Section 7.1(d)(iii) thereof, which in each case this Note shall continue to be secured in favor of Payee in accordance with the rights and remedies terms of a secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 AgreementSection 6.

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 undertakes to grant and 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 Borrower Lock-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 Borrower Lock-Boxes, Blocked Accounts and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the 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-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 (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. (b) 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including including, without limitation, the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and Borrower hereunder or thereunder, whether for principal, interest, fees, indemnification payments, expenses or otherwise (all other Borrower of the foregoing, collectively, the “Obligations”), the Borrower undertakes hereby assigns to grant the Administrative Agent for its benefit and the ratable benefit of the Lenders, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lenders a continuing security interest in, all of the Borrower’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 moneys 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 Borrower Accounts and all amounts on deposit thereinfor 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 Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) right of the Borrower under the Purchase to compel performance and Sale Agreementotherwise exercise all remedies thereunder, (viB) all goods (including inventoryTransferred Assets, equipment whether now owned and any accessions thereto)existing or hereafter acquired or arising, instruments (including promissory notes)the Related Security and Collections with respect thereto and all other assets of the Borrower, documentsincluding, without limitation, 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), (vii) all other personal and fixture property or assets including undivided interests in any of the Borrower of every kind foregoing, (C) the Lock-Boxes and nature Deposit Accounts 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, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and hereby 1751633015 14453710 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower such SPV Entity under the applicable Purchase and Sale Agreement, ; (vi) all personal and fixture property or assets of such SPV Entity of every kind and nature including, in 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-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 UCC)UCC or the PPSA, as applicable) and (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. (b) Each SPV Entity confirms that value has been given by the Administrative Agent and the Secured Parties to such SPV Entity, that such SPV Entity has rights in its Pledged Collateral existing at the date of this Agreement, and that such SPV Entity and the Administrative Agent have not agreed to postpone the time for attachment of the security interests granted hereunder to any of the Pledged Collateral of such SPV Entity. The security interests granted hereunder with respect to the Pledged Collateral of each SPV Entity created by this Agreement shall have effect and be deemed to be effective whether or not the related Guaranteed Obligations of such SPV Entity under its SPV Entity Guaranty or any part thereof are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by any Secured Party shall oblige any Secured Party to make any financial accommodation or further financial accommodation available to either SPV Entity or any other Person. (c) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Pledged 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 and all other Applicable Lawor PPSA or under this Agreement, including Section 9.01. The Borrower Each SPV Entity hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security for the performance by the Borrower of all the termspayment or performance, covenants and agreements on the part as applicable, 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 Note Obligations, the Borrower undertakes to grant and each Grantor 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 in, (the “Security Interest”) in all of the Borrower’s right, title or interest in or to any and interest inall personal property and fixtures of such Grantor of every kind and description, 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 (collectively, the “Article 9 Collateral”): ), including, but not limited to, the following: (i) all Pool Receivables, Inventory; (ii) all Related Security with respect to such Pool Receivablesfurniture, fixtures and similar property; (iii) all Collections with respect to such Pool Receivables, machinery and equipment; (iv) the Borrower all Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, Receivable; (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, goods; (vi) all documents and instruments, including all letter of credit rights; (vii) all chattel paper; (viii) all contract rights of every kind and nature whatsoever, including, without limitation, all rights of the Grantor as a bailee; (ix) all other rights of such Grantor to the payment of money, including without limitation amounts due from franchisees, Affiliates or Subsidiaries, bailors, tax refunds, payment intangibles, and insurance proceeds; (x) any and all rights such Grantor may have pursuant to a bailee’s lien; (xi) all interests of such Grantor in goods as to which an Account or Account Receivable shall have arisen; (xii) all files, records (including inventorywithout limitation computer programs, equipment tapes and related electronic data processing software) and writings of such Grantor or in which such Grantor has an interest in any accessions thereto)way relating to the foregoing property; (xiii) all goods, instruments (including promissory notes), documentsdocuments of title, accountspolicies and certificates of insurance, securities, investment property, chattel paper (whether tangible or electronic), letter of credit rights (whether or not endorsed by a writing), deposits, deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all cash or other investment property, supporting obligations, money, any other contract rights property owned by such Grantor or rights in which such Grantor has an interest which are now or may hereafter be in the possession of the Collateral Agent or as to which the payment Collateral Agent may now or hereafter control possession by documents of money, insurance claims and proceeds, and title or otherwise; (xiv) all general intangibles of such Grantor (including without limitation all payment intangiblesIntellectual Property and applications for any of the foregoing); (xv) all goodwill connected with the use of and symbolized by Trademarks of the Grantor; (each as defined xvi) all rights to use Intellectual Property of any person; (xvii) all and any rights of such Grantor to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to herein); (xviii) any other property of such Grantor, real or personal, tangible or intangible, in which the Collateral Agent now has or hereafter acquires a security interest or which is now or may hereafter be in the UCC), (vii) all other personal and fixture property or assets possession of the Borrower Collateral Agent; (xix) any sums at any time credited by or due from any Secured Party to such Grantor, including deposits; and (xx) proceeds and products of every kind and nature and (viii) accessions to all proceeds of, and all amounts received or receivable under any or all ofof the foregoing. Notwithstanding the foregoing, the foregoingArticle 9 Collateral shall not include any Excluded Assets. (b) The Administrative Each Grantor hereby irrevocably authorizes the Collateral Agent (for the benefit of the Secured Parties) shall have, 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 naming each Grantor as debtor and 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 as secured party under any applicable UCC and all other Applicable Law. The Borrower hereby authorizes indicating therein the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction types or describing as the collateral covered thereby items of Collateral herein specified or describing the Collateral as “all of the debtor’s personal property or assets” or “all personal property” (or words of similar effect) of such Grantor. The Collateral Agent is further authorized to that effect, notwithstanding that file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such wording documents as may be broader necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. (c) Each Grantor shall take all steps reasonably requested by the Collateral Agent and required hereunder or under applicable Law to protect and maintain the security interest of the Collateral Agent in scope than the collateral described Collateral (and the perfection of such security interest), including taking such steps as the Collateral Agent may reasonably request for the Collateral Agent (i) to the extent required by Section 4.04 hereof, to obtain “control” of any investment property, deposit accounts, letter of credit rights or electronic chattel paper, with any agreements establishing control to be in this Agreementform and substance satisfactory to the Collateral Agent, and (ii) otherwise to insure the continued perfection of the Collateral Agent’s security interest in any of the Collateral and of the preservation of its rights therein. (d) The Security Interest is granted as security only and shall not subject the Collateral Agent or any Holder or other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9

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 Borrower Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 Obligations when due, 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, Silicon a continuing security interest in, in all of the Borrower’s following (collectively, the "Collateral"): all right, title and interest in, of Borrower in and to and under all of the following, whether now owned or hereafter owned, existing arising or arising acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all Instruments; all Chattel Paper and Documents; all General Intangibles (collectively, the “Collateral”): (i) including without limitation all Pool Receivables, (ii) intellectual property other than Excluded Intellectual Property); all Related Security with respect to such Pool Receivables, (iii) Investment Property; all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts other property; and any and all amounts on deposit thereinclaims, rights and interests in any of the above, and all certificates guaranties and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none security for any of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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 proceedsabove, and all general intangibles substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and 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 ofabove, and all amounts received or receivable under Borrower's books relating to 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property above. The Collateral shall include the proceeds of all Excluded Intellectual Property to which any Borrower is entitled that are Accounts of any Borrowers, or assets” or words general intangibles consisting of rights to payment, if a judicial authority (including a U.S. bankruptcy court) holds that effecta security interest in the underlying Excluded Intellectual Property is necessary to have a security interest in such Accounts and General Intangibles of any Borrower that are proceeds of the Excluded Intellectual Property to which any Borrower is entitled, notwithstanding then the Collateral shall automatically, and effective as of the Closing Date, include the Excluded Intellectual Property to the extent necessary to permit perfection of Silicon's security interest in such Accounts and General Intangibles of any Borrower that such wording may be broader in scope than are proceeds of the collateral described in this AgreementExcluded Intellectual Property to which any Borrower is entitled.

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 undertakes to grant and 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, 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 Borrower 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 Borrower Accounts and amounts on deposit therein, (v) all rights (but none the right of the obligations) of the Borrower under the Purchase Seller to compel performance and Sale Agreementotherwise exercise all remedies thereunder, (viB) all goods (including inventoryReceivables, equipment whether now owned and any accessions thereto)existing or hereafter acquired or arising, instruments (including promissory notes)the Related Security with respect thereto and the Collections and all other assets, documentsincluding, without limitation, 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), (vii) all other personal and fixture property or assets including undivided interests in any of the Borrower of every kind foregoing, owned by the Seller and nature 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, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

Security Interest. (a) As security for To secure the prompt payment and performance by to the Borrower Provider 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 Company hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Provider a continuing lien upon and security interest in, in all of the BorrowerCompany’s right, title now existing or hereafter arising rights and interest in, to and under all of in the following, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located (collectively, the “Collateral”): ): (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Borrower Accounts and all amounts on deposit thereinchattel paper, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accountsletters of credit, chattel paper bankers acceptances, drafts, checks, cash, securities, and general intangibles (whether tangible or electronic)including, without limitation, all claims, 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 the Company’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), (vii) all other personal and fixture property any returned 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. (b) The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all which the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), Provider shall have all the rights of any unpaid the Company, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All funds, refunds and other amounts due the Company, including, without limitation, amounts due the Company under this Agreement (including the Company’s right of a secured party under any applicable UCC offset end recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all other Applicable Lawof the foregoing; (G) All books and records pertaining to all of the foregoing; and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. The Borrower Company is not authorized to sell, assign, transfer or otherwise convey any Collateral without the Provider’s prior written consent, except for the sale of finished inventory in the Company’s usual course of business. The Company agrees to sign, and hereby authorizes the Administrative Agent Provider, its agents and assigns, to file sign and execute on the Company’s behalf, any and all necessary forms, instruments and documents, including UCC financing statements and any other applicable filings in any applicable jurisdiction describing as statements, to evidence, perfect, or protect the collateral covered thereby as “all interests of the debtor’s personal property Provider in the Collateral. The Company agrees to deliver to the Provider the originals of all instruments, chattel paper and documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementPledged Receivables and Collateral.

Security Interest. (a) As security for the performance by the Borrower Sellers of all the terms, covenants and agreements on the part of the Borrower each Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Yield and all other Borrower Seller Obligations, the Borrower undertakes to grant and each Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrowersuch Seller’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “CollateralSupport Assets”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower such Seller under the related Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of such Seller of every kind and nature, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, 64 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 (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. (b) ; 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 and all other Applicable LawUCC. The Borrower Each Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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 the Final Payout Date, the Support Assets shall be automatically released from the 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 Purchasers and the other 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 Support Assets shall revert to the applicable Seller; provided, however, that promptly following written request therefor by any Seller delivered to the Administrative Agent following any such termination, and at the expense of the Sellers, the Administrative Agent shall execute and deliver to such Seller UCC-3 termination statements and such other documents as such Seller shall reasonably request to evidence such termination. For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 5.05 shall be in addition to, and shall not be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or liabilities of any party under this Section 5.05.

Security Interest. (a) As security for To secure the 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 undertakes to grant hereby pledges and hereby 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; provided, (ii) all Related Security with respect to such Pool Receivableshowever, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none that this definition of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, “Collateral” does not limit any other contract rights or rights collateral that may be pledged to secure 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 Advances under any or all of, the foregoingother Transaction Document. (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent (requests, in each case, in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date, the Borrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the benefit Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Secured PartiesAdministrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall have, with respect cause the Securities Intermediary to all execute such Change Forms in blank to be held by the Collateral, and in addition to all the other rights and remedies available Securities Intermediary. The Borrower grants to the Administrative Agent (for Agent, as its irrevocable attorney-in-fact and otherwise, the benefit right, in the Administrative Agent’s sole and absolute discretion, following the occurrence of an Event of Default, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Secured Parties)Borrower or otherwise obtained by the Administrative Agent, all to the rights applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest and remedies of a secured party under any applicable UCC and all other Applicable Lawis irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other applicable filings in provision of any applicable jurisdiction describing Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as the collateral covered thereby Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and, upon the occurrence and during the continuance of an Event of Default, to enforce or collect any of the Collateral. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as “the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent as determined by a court of competent jurisdiction by a final non-appealable judgment. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the indefeasible repayment in full of all of the debtor’s personal property Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assets” or words assignments, as applicable, and to that effect, notwithstanding that take such wording may be broader other actions as the Borrower shall reasonably request in scope than the collateral described writing in this Agreementorder to evidence any such release.

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 undertakes to grant and 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 Borrower Accounts other personal and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none fixture property or assets of the obligations) Guarantor of the Borrower under the Purchase every kind and Sale Agreementnature including, (vi) 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), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viiiiii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. (b) . 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 and all other Applicable LawUCC. The Borrower Guarantor hereby authorizes the Administrative Collateral Agent (at the direction of the Required Purchasers) to file financing statements and any other applicable filings in any applicable jurisdiction 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 Guarantee. Notwithstanding the foregoing, the Guarantor Collateral shall not include, and no lien shall attach to, and no representation, warranty, or covenant contained herein or in any other Note Document shall apply to, the Guarantor’s deposit account maintained with Silicon Valley Bank with account number ending in x3275. 4 US-DOCS\137586120.8 (b) The Guarantor authorizes the Collateral Agent (at the direction of the Required Purchasers) to perfect the Collateral Agent’s security interest in the Guarantor Collateral by filing or authorizing the filing of, at the expense of the Guarantor, UCC-1 financing statements (including fixture filings) naming the Collateral Agent as secured party and describing the Guarantor Collateral in a manner that the Required Purchasrs reasonably determine is necessary or advisable to perfect the security interest granted hereunder. (c) At any time or from time to time upon the request of the Collateral Agent (at the direction of the Required Purchasers), the Guarantor will, at its expense, promptly execute, acknowledge, and deliver such further documents and do such other acts and things as the Required Purchasers reasonably determine is necessary or advisable to perfect the security interest granted hereunder. (d) Upon the Obligations becoming immediately due and payable, the Collateral Agent and the other Secured Parties shall have, in addition to the rights and remedies which they may have under this Guarantee and the other Note Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of the Guarantor Collateral shall be applied pursuant to the Intercreditor Agreement. (e) Upon payment or conversion in full of the Obligations (other than inchoate indemnity obligations), the Guarantor Collateral shall be automatically released from the lien created hereby, and this Guarantee and all obligations (other than those expressly stated to survive such termination) of the Guarantor shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Guarantor Collateral shall revert to the Guarantor Upon any sale or other transfer of any Guarantor Collateral in a transaction permitted under and in accordance with the terms of the Note Purchase Agreement, or upon the effectiveness of any written consent of the Collateral Agent to the release of the Liens granted hereby on any Guarantor Collateral, the Collateral Agent’s Lien on such Guarantor Collateral shall be automatically released, and all rights therein shall revert to the Guarantor. Promptly following written request therefor by the Guarantor delivered to the Collateral Agent following any such termination or release, and at the expense of the Guarantor, the Collateral Agent shall execute and deliver to, and authorize the filing by, the Guarantor all financing statement amendments or termination statements and such other documents as the Guarantor shall reasonably request to evidence such termination or release and the Collateral Agent shall promptly deliver to the Guarantor all applicable Guarantor Collateral in its possession.

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 undertakes to grant hereby pledges and hereby 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; provided, (ii) all Related Security with respect to such Pool Receivableshowever, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none that this definition of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, “Collateral” does not limit any other contract rights or rights collateral that may be pledged to secure 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 Advances under any or all of, the foregoingother Transaction Document. (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent (requests, in each case, in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date, the Borrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the benefit Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Secured PartiesAdministrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall have, with respect cause the Securities Intermediary to all execute such Change Forms in blank to be held by the Collateral, and in addition to all the other rights and remedies available Securities Intermediary. The Borrower grants to the Administrative Agent (for Agent, as its irrevocable attorney-in-fact and otherwise, the benefit right, in the Administrative Agent’s sole and absolute discretion, following the occurrence of an Event of Default, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Secured Parties)Borrower or otherwise obtained by the Administrative Agent, all to the rights applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest and remedies of a secured party under any applicable UCC and all other Applicable Lawis irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other applicable filings in provision of any applicable jurisdiction describing Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as the collateral covered thereby Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and, upon the occurrence and during the continuance of an Event of Default, to enforce or collect any of the Collateral. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as “the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent as determined by a court of competent jurisdiction by a final non-appealable judgment. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the indefeasible repayment in full of all of the debtor’s personal property or assets” or words to that effectAdvances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, notwithstanding that such wording may (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be broader in scope than the collateral described in this Agreement.released and

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 undertakes to grant and 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (vi) all other personal and fixture property or assets of the 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-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 (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. (b) 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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. (b) Immediately upon the occurrence of the Final Payout Date, the Seller 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 Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) As collateral security for the performance by the Borrower in full of all the terms, covenants and agreements on the part obligations of the Borrower to be performed Company and the Member under this Agreement or any other Transaction Documentuntil the earlier of (1) the Closing, including (2) in the punctual payment when due event of termination of this Agreement under Article VIII herein, the Company’s and the Member’s repayment of the Aggregate Capital Deposit owed to Buyer, and all Interest in respect (3) termination of this Agreement for failure to pay the Loans Deposit under Section 2.5(c)(i)): (i) the Company hereby pledges and all other Borrower Obligationsassigns to Buyer, the Borrower undertakes to grant and hereby grants to the Administrative Agent for its benefit Buyer a Lien on and the ratable benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all of the BorrowerCompany’s right, title and interest in and to all of the following tangible and intangible personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Company Collateral”): all cash, currency, and cash equivalents, all Accounts, all Inventory, all Contract rights, all Equipment, all Goods, all Instruments (including promissory notes), all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper), all Fixtures, all Commercial Tort Claims (including Proceedings), all Deposit Accounts, all Documents, all General Intangibles, all Permits, all Intellectual Property and software, owned or controlled by the Company as well as all licenses to third party Intellectual Property and software held by the Company, all Investment Property, all Payment Intangibles, all Securities Accounts and Commodities Accounts, all Supporting Obligations, all books and records related to the foregoing, all Accessions, and to the extent not otherwise included above, all Proceeds (including insurance Proceeds), products, accessions, rents and profits of or in respect of any of the foregoing; and (ii) the Member hereby pledges and assigns to Buyer, and grants to Buyer a Lien on and continuing security interest in, and a right to set off against any and under all of the Member’s right, title and interest in and to all of the following, wherever located, and whether now existing or hereafter ownedarising or acquired from time to time (collectively, existing or arising (the “Pledged Collateral”; together with the Company Collateral, collectively, the “Collateral”): (i) all Pool ReceivablesEquity owned or hereafter acquired by the Member in the Company including, (ii) all Related Security with respect to without limitation, the certificates representing such Pool ReceivablesEquity, (iii) all Collections with respect to such Pool Receivablesif certificated, (iv) any interest of the Borrower Accounts Member on the books and all amounts on deposit thereinrecords of the Company, and any securities entitlements relating to the Equity, all certificates and dividends, distributions, cash, warrants, rights, options, instruments, if any, securities and other property or proceeds from time to time evidencing such Borrower Accounts received, receivable or otherwise distributed in respect of or in exchange for any of or all of the Equity and amounts any other warrant, right or option or other agreement to acquire any of the foregoing, all management rights, all voting rights, any interest in any capital account of the Member in the Company on deposit thereinaccount of the Equity, (v) all rights (but none as and to become a member or stockholder of the obligations) Company as a holder of such Equity, all rights of the Borrower Member under any shareholder, equityholder or voting trust agreement or similar agreement relating to the Purchase Equity, all of CCAT’s right, title and Sale Agreementinterest relating to the Equity, (vi) as a member, unit holder, or manager, to any and all goods (including inventoryassets or properties of Company, 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 all other rights, commercial tort claimspowers, securities privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing, all other investment propertyAccessions, supporting obligations, money, any other contract rights or rights and to the payment extent not otherwise included above, all Proceeds, products, accessions, rents and profits of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined or in the UCC), (vii) all other personal and fixture property or assets respect of the Borrower any of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. (biii) The Administrative Agent Capitalized terms used in this Section 5.7 that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Uniform Commercial Code as in effect from time to time in the State of New York (for the benefit “UCC”), except as such term may be used in connection with the perfection of the Secured Parties) shall have, Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply. (iv) This Agreement creates a valid Lien and security interest in favor of the Buyer in the (A) Company Collateral of the Company and (b) the Pledged Collateral of the Member and, when properly perfected by filing, shall constitute a valid and perfected, Lien and security interest in such Collateral (including all uncertificated equity consisting of partnership or limited liability company interests that do not constitute Securities). (b) Each of the Company and the Member acknowledge and agree that there are no restrictions in its organizational documents or any other agreement which would limit or restrict (i) the grant of a Lien and security interest in the Collateral pursuant to this Agreement, (ii) the perfection of the Lien and security interest in the Collateral or (iii) the exercise of any of Buyer’s remedies (including all voting and management rights in respect of the Pledged Collateral), in respect of such Lien and security interest in the Collateral as contemplated by this Agreement. (c) The Company and the Member, as applicable shall cause the and Lien security interests granted under this Section 5.7 to be perfected in Buyer as of the date hereof and continuing until the earlier of (1) the Closing, (2) the return of the Deposit in full to the Buyer, and (3) termination of this Agreement for failure to pay the Deposit under Section 2.5(c)(i). As of the date hereof the Member shall deliver to Buyer stock certificates evidencing the Equity, if certificated, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank. The Company hereby irrevocably authorizes Buyer at any time and from time to time to file in any applicable filing office prescribed, any financing statements (including continuation statements) or amendments thereof or supplements thereto or other forms or instruments, or similar filing (i) describing the Company Collateral in the same manner as described herein or contains an indication or description of the Company Collateral that describes such property in any other manner as the Buyer may determine, including without limitation, “all personal property, whether now owned or hereafter acquired”, or “all assets, whether now owned or hereafter acquired” or words of similar effect (or as being of equal or lesser scope or with greater detail) or (ii) that contains any information required by the UCC as in effect from time to time as adopted by any relevant jurisdiction for the sufficiency or filing office acceptance. The Member hereby irrevocably authorizes Buyer at any time and from time to time to file in any applicable filing office prescribed, any financing statements (including continuation statements) or amendments thereof or supplements thereto, or other forms or instruments or similar filing (A) describing the Pledged Collateral in the same manner as described herein or contains an indication or description of the Pledged Collateral that describes such property in any other manner as the Buyer may determine or (B) that contains any information required by the UCC as in effect from time to time as adopted by any relevant jurisdiction for the sufficiency or filing office acceptance. (d) Automatically upon the earlier of (1) the Closing, (2) the return of the Deposit in full to the Buyer, and (3) termination of this Agreement for failure to pay the Deposit under Section 2.5(c)(i), all security interests, liens, mortgages, pledges, charges and other encumbrances granted to the Buyer in connection with this Agreement shall be automatically released and terminated without any further action by any Person; provided, however, in the event that the security interests are released pursuant to this Section 5.7(d) in connection with the Closing, this release shall only apply with respect to the security interests granted by the Member. At the expense of the Buyer, the Buyer will promptly upon such termination deliver any such UCC-3 termination statements or other release documents as are reasonably required to release the security interests and liens previously filed by the Buyer or on the Buyer’s behalf under this Agreement. Upon such automatic release and termination of the security interests and liens, the Buyer hereby authorizes the Member (or any designee of the Member) to file those certain UCC-3 termination statements and any other lien release or terminations instruments reasonably necessary to release the security interests and liens previously filed by the Buyer or on the Buyer’s behalf under this Agreement. (e) The Member has caused the Company to amend or to otherwise modify its organizational documents, books, records, and related agreements, documents, and instruments, as applicable, to reflect the rights and interests of the Buyer hereunder, and to the extent required to enable and empower the Buyer to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral. The Company, as issuer of the Equity, has by execution of this Agreement, acknowledged, consented and agreed that the Company may, and the Member and the board of directors of the Company, on behalf of Company, has by written consent authorized the Member to, g▇▇▇▇ ▇ ▇▇▇▇ and security interest in the Pledged Collateral pursuant to this Agreement, together with all rights accompanying such Lien and security interest as provided in this Agreement and under applicable Law. (f) The Company and the Member further agree upon the request of B▇▇▇▇, to take any and all other actions as Buyer may determine to be reasonably necessary for the attachment, perfection and first priority of Buyer’s security interest in any and all of the Collateral, including without limitation, (i) executing and delivering and where appropriate filing financing statements and amendments relating thereto under the UCC to the extent, if any, that the Company’s or the Member’s signature thereon is required therefor and (ii) complying with any provision of any statute, regulation or treaty as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Buyer to enforce, its Lien and security interest in such Collateral. (g) The Company and the Member acknowledge and agree that the Buyer shall have in addition to all the other rights and remedies available provided herein, in any other document related to the Administrative Agent transactions described herein, or by applicable Law, (for including, but not limited to, levy of attachment, garnishment and the benefit rights and remedies set forth in the UCC of the Secured Partiesjurisdiction applicable to the affected Collateral), all the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, may, with or without judicial process, notice, demand or the aid and assistance of others, all of which are irrevocably waived by the Company and the Member, take any applicable UCC action with respect to the Collateral to protect its Lien and security interest in such Collateral. In order to permit the Buyer to enforce its Lien and security interest in the Pledged Collateral, the Member hereby grants to Buyer a proxy to exercise all other Applicable voting rights with respect to the Equity that the Member now owns or hereafter acquires. This proxy is valid and irrevocable. This proxy runs with the Equity and binds all future owners of the Equity. This proxy also runs with the Lien and security interest granted herein, and may be exercised by any assignee of the security interest. (h) Notwithstanding the foregoing, this Agreement shall continue to be effective or shall be automatically reinstated, as the case may be, if at all or any of the obligations under this Agreement or the transactions contemplated herein, in whole or in part, are rescinded or must otherwise be restored for any reason, including as a preference, fraudulent conveyance, or otherwise under any debtor relief Law. The Borrower hereby authorizes Member and Company acknowledge and agree that in the Administrative Agent to file financing statements and event all or any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all part of the debtor’s personal property obligations under this Agreement or assets” the transactions contemplated herein are rescinded or words must be restored for any reason, all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements), incurred by the Buyer in defending and enforcing such reinstatement shall be deemed to that effect, notwithstanding that such wording may be broader in scope than included as a part of the collateral described in this Agreementobligations secured by the Collateral.

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 undertakes to grant and 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 Collection Account, 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 Borrower Accounts all products thereof and all amounts on deposit thereincash and noncash proceeds of any of the foregoing, in any form, including, without limitation, proceeds of insurance policies from the loss thereof, all titles to the Vehicles and all assignment of liens, all Contracts, Vehicle Titles, assignments, recourse agreements, other documents and instruments in the possession of the Debtor, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment 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 (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. (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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words foregoing hereinafter called the "Collateral"); provided, however, that the security interest granted hereunder is subject to that effect, notwithstanding that such wording may be broader the conditions and limitations set forth in scope than the collateral described in this AgreementRegistration Statement.

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 undertakes to grant hereby pledges and hereby 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; provided, (ii) all Related Security with respect to such Pool Receivableshowever, (iii) all Collections with respect to such Pool Receivables, (iv) the Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none that this definition of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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, “Collateral” does not limit any other contract rights or rights collateral that may be pledged to secure 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 Advances under any or all ofother Transaction Document. GWG DLP Funding IV, the foregoing.LLC Amended and Restated Loan and Security AgreementPage 7 of 68 (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent (requests, in each case, in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date, the Borrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the benefit Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Secured PartiesAdministrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall have, with respect cause the Securities Intermediary to all execute such Change Forms in blank to be held by the Collateral, and in addition to all the other rights and remedies available Securities Intermediary. The Borrower grants to the Administrative Agent (for Agent, as its irrevocable attorney-in-fact and otherwise, the benefit right, in the Administrative Agent’s sole and absolute discretion, following the occurrence of an Event of Default, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Secured Parties)Borrower or otherwise obtained by the Administrative Agent, all to the rights applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest and remedies of a secured party under any applicable UCC and all other Applicable Lawis irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other applicable filings in provision of any applicable jurisdiction describing Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as the collateral covered thereby Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral, upon the occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as “the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the indefeasible repayment in full of all of the debtor’s personal property Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assets” or words assignments, as applicable, and to that effecttake such other actions as the Borrower shall reasonably request in writing in order to evidence any such release. GWG DLP Funding IV, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.LLC Amended and Restated Loan and Security AgreementPage 8 of 68

Security Interest. (a) As Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the Collateral (the “Collateral”): (i) all Collateral Cash Flow, (ii) all rights to the CDO Collateral Manager Distributions, (iii) all Additional Collateral, (iv) all Income with respect to the 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 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 for 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 performance 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 Borrower of Additional Collateral, (xii) all Servicing Agreements, Servicing Records, Servicing Files and Servicer Accounts, to the termsextent related to the Additional Collateral, covenants established pursuant to any Servicing Agreement, Pooling and agreements Servicing Agreement or otherwise and all amounts on the part deposit therein, from time to time, (xiii) all rights of the Borrower under any Pooling and Servicing Agreements relating to be performed under this Agreement the Additional Collateral, (xiv) all other agreements or contracts relating to, constituting, or otherwise governing, any other Transaction Documentor all of the foregoing to the extent they relate to the Additional Collateral, including the punctual payment when due 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 the rights to any insurance proceeds, (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 on deposit therein, (xvi) rights of any Borrower under any letter of credit, guarantee, or other credit support or enhancement related to the Additional Collateral, (xvii) the rights of any Borrower under any Interest Rate Protection Agreements relating to the foregoing, (xviii) the Pledged Collateral and the Pledged Preferred Equity Collateral, (xix) all purchase or take-out commitments relating to or constituting any of the Aggregate Capital Additional Collateral, (xx) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “security accounts”, “instruments”, “securities”, “financial assets”, “uncertified securities”, “securities entitlements” and all Interest “investment property” as defined in respect of the Loans and all other Borrower Obligations, the Borrower undertakes Uniform Commercial Code as in effect from time to grant and hereby grants time relating to the Administrative Agent for its benefit Additional Collateral or constituting any and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s foregoing as they relate to the Additional Collateral, and (xxi) any and all replacements, substitutions, conversions, distributions on or proceeds of any and all of the foregoing; provided, however, none of the foregoing 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 definition of Prohibited Person or (ii) any lease in which the lessee is a Person described in the definition of Prohibited Person. (b) The Borrowers hereby assign, pledge and grant a security interest in all of their 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 Borrower Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) 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), (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. (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 Collateral to the Administrative Agent (for the benefit of the Secured Parties), all Lenders) to secure the rights and remedies of a secured party under any applicable UCC and all other Applicable LawObligations. The Borrower assignment, pledge and grant of security interest contained herein shall be, and the Borrowers hereby authorizes represent and warrant to the Administrative Agent that it is, a first priority perfected security interest. The Borrowers agree to file financing statements ▇▇▇▇ their computer records and tapes to evidence the interests granted to the Administrative Agent hereunder. (c) The assignment, pledge and grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any Lender of any obligation of the Borrowers or any other applicable filings Person in connection with any applicable jurisdiction describing as the collateral covered thereby as “or all of the debtor’s personal property Collateral or assets” under any agreement or words instrument relating thereto. Anything herein to that effectthe contrary notwithstanding, notwithstanding that such wording may (i) the Borrowers shall remain liable under the Collateral to the extent set forth therein to perform all of their duties and obligations thereunder to the same extent as if this Agreement or the other Loan Documents had not been executed, (ii) the exercise by the Administrative Agent or any Lender of any of its rights in the Collateral shall not release the Borrowers from any of their duties or obligations under the Collateral, and (iii) the Administrative Agent and the Lenders shall not have any obligations or liability under the Collateral by reason of this Agreement or the other Loan Documents, nor shall the Administrative Agent or any Lender be broader in scope than obligated to perform any of the collateral described in this Agreementobligations or duties of the Borrowers thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Security Interest. (a) As security for To secure its obligations under the performance by Notes (as defined in the Borrower of all the termsPurchase Agreement), 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 Debtor hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, pari passu, a present and continuing first priority security interest in, in all of the BorrowerDebtor’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising its property (collectively, the “Collateral”): ), whether now owned or existing or hereafter acquired or arising and wheresoever located, including, without limitation: (i) the software, including all Pool Receivablessource code, object code and documentation, and lexicon databases together comprising Debtor’s VUIT™ reading system, including all trade secrets, copyrights and other property rights therein; (ii) the patent applications and provisional patent applications listed on Exhibit A attached hereto and made a part hereof, and all Related Security continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect to such Pool Receivables, thereto; (iii) the applications to register trademarks listed on Exhibit B attached hereto and made a part hereof, all Collections with respect common law rights in the trade marks, service marks and trade names subject to such Pool Receivablesregistrations, all statutory rights that may attach to any registrations thereof and any related renewals, and all related good will; (iv) the Borrower Accounts right to ▇▇▇ for past, present and all amounts on deposit thereinfuture infringement or misappropriation of trade secrets, copyrights, patents, trademarks and service marks, and all certificates and instruments, if any, from time to time evidencing such Borrower Accounts and amounts on deposit therein, rights corresponding thereto throughout the world; (v) all rights (but none products and proceeds of the obligations) foregoing, including the right to receive license fees, royalties and other payments in respect thereof, the proceeds of the Borrower under the Purchase any infringement suits, and Sale Agreement, so forth; (vi) all goods equipment (including inventoryall machinery, equipment tools and any accessions theretofurniture), instruments all inventory (including promissory notesall merchandise, raw materials, work in process, finished goods and supplies), documentsmotor vehicles and goods, (the “Tangible Collateral”); (vii) all accounts, chattel paper (whether tangible or electronic)accounts receivable, 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, payment intangibles, other receivables, contract rights, contracts, leases, chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and all general intangibles of Debtor including, without limitation, all tax refund claims, goodwill, going concern value, blueprints, designs, computer programs, software, service marks, inventions, trade names, customer lists, product lines and research and development, all of Debtor’s rights under all present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation of Debtor’s business (including including, to the maximum extent permitted by law, all payment intangibles) rights incident to appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits)(but expressly excluding Debtor’s rights as licensee under the VIPAR™ search engine software license from UT Battelle, LLC and Oak Ridge National Laboratory, which is by its terms is non-assignable and is excluded from the Collateral notwithstanding anything else to the contrary in this Agreement); (each as defined in the UCC), (viiviii) all other personal and fixture property or assets instruments, documents of the Borrower title, letters of credit, rights to proceeds of letters of credit, letter of credit rights, supporting obligations of every kind and nature description, policies and certificates of insurance, securities, securities entitlements, investment property, partnership interests, membership interests in limited liability companies (viiiincluding, without limitation, all of Debtors’ right, title and interest in and to all limited liability companies and partnerships and to any successor business entities, and the right to receive all payments and distributions due or to become due under all related partnership agreements, operation agreements, and other constituent documents governing or establishing such business entities), bank deposits, deposit accounts, checking accounts, certificates of deposit and cash; (ix) all proceeds ofaccessions, additions or improvements to, and all amounts received or receivable under any or all proceeds and products of, all of the foregoing, including proceeds of insurance; and (x) all books, records, documents, computer tapes and discs relating to all of the foregoing. (b) The Administrative Agent All Collateral consisting of accounts, contract rights, chattel paper, general intangibles and other Collateral described in subparagraph (for vii) above arising from the benefit sale, delivery or provision of goods and/or services are sometimes hereinafter collectively called the “Customer Receivables.” (c) Debtor hereby acknowledges and agrees that the description of Collateral contained in this Security Agreement covers, and is intended to cover, all assets of Debtor. For avoidance of doubt, it is expressly understood and agreed that, to the extent that the Uniform Commercial Code (“UCC”) is revised subsequent to the date hereof such that the definition of any of the Secured Parties) shall haveforegoing terms included in the description of Collateral is changed, with respect to all the Collateralparties agree that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision, and in addition to all it being the other rights and remedies available to the Administrative Agent (for the benefit intention of the Secured Parties), all parties hereto that the rights description of Collateral set forth herein be construed to include the broadest possible range of property and remedies of a secured party under any applicable UCC assets and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements tangible and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s intangible personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementand fixtures of Debtor of every kind and description.

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 undertakes to grant and 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 Borrower Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Borrower Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, Agreements; (vi) all other personal and fixture property or assets of the 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-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 (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. (b) 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 and all other Applicable LawUCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.

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 undertakes to grant and 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 Borrower Accounts for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the 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 anyincluding, from time to time evidencing such Borrower Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documentswithout limitation, 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, (viic) the Lockboxes, Deposit Accounts, Borrower's Account and any other deposit accounts, (d) all other personal and fixture property or assets of the Borrower of every kind and nature 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, 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 and all other Applicable Law. The Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction 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.