Common use of Security Interest Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest. (a) As This Mortgage constitutes a “security for agreement” on personal property within the performance by the Borrower of all the terms, covenants and agreements on the part meaning of the Borrower to be performed under this Agreement or any UCC and other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, applicable Law with respect to all existing or hereafter acquired “as-extracted collateral,” “Mineral Interests,” “Improvements,” “Premises,” “Fixtures,” “Leases,” “Rents,” “Personalty,” “Permits,” “Proceeds,” “Deposit Accounts,” “Tax Refunds,” “Insurance” and “Condemnation Awards,” each as defined herein. To this end, Mortgagor grants to Mortgagee a security interest in all existing or hereafter acquired “as- extracted collateral,” “Mineral Interests,” “Improvements,” “Premises,” “Fixtures,” “Leases,” “Rents,” “Personalty,” “Permits,” “Proceeds,” “Deposit Accounts,” “Tax Refunds,” “Insurance” and “Condemnation Awards,” to secure the Collateral, payment and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit performance of the Secured Parties)Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely UCC with respect to such Receivableproperty. Any notice of sale, in disposition or other intended action by Mortgagee with respect to all existing or hereafter acquired “as-extracted collateral,” “Mineral Interests,” “Improvements,” “Premises,” “Fixtures,” “Leases,” “Rents,” “Personalty,” “Permits,” “Proceeds,” “Deposit Accounts,” “Tax Refunds,” “Insurance” and “Condemnation Awards” or other Mortgaged Property, sent to Mortgagor at least ten (10) days prior to any action under the case of clause (ii), UCC shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated constitute reasonable notice to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationMortgagor.

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

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

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

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

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

Security Interest. (a) As security for To secure the performance by timely repayment of the Borrower of principal of, and interest on. the Promissory Notes, and all the terms, covenants and agreements on the part other Obligations of the Borrower to be performed any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under this Agreement or any other Transaction Document, including the punctual payment when whether now or hereafter existing or arising, due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor to become due, direct or indirect, the Borrower hereby grants to the Administrative Agent GWG Trust, for its benefit and the ratable benefit of the Secured Parties, a continuing continuing, senior security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing 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 Receivablesbank, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) accounts of the Borrower under and all funds, investments and other items of value therein, including the Purchase and Sale AgreementLifeNotes Account, (viiC) to the extent permitted by Applicable Law. all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiiD) all proceeds of, . and all amounts received or receivable under with respect to any or all of, the foregoing. In addition, subject to the terms of the pledge agreements in favor of GWG Trust, each of the parties set forth in Schedule 1.0 agrees to pledge each of the equity interests set forth in Schedule 1.0 in GWG Holdings, LLC to secure the timely repayment of the principal of, and interest on, the Promissory Notes. All of the rights and assets described in the foregoing sentences are herein referred to collectively as “Collateral”. The Administrative Agent (Borrower, and the owners set forth in Schedule 1.0 shall, and the Borrower, and the owners set forth in Schedule 1.0 shall cause GWG Trust to, file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the GWG Trust reasonably requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and the owners set forth in Schedule 1.0 hereby authorize GWG Trust to file such financing statements as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Borrower of all of the Borrower’s Loans then outstanding or the terms for release under the pledge agreement, the security interest in the Collateral related thereto for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Lenders shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationGWG Trust.

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

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

Security Interest. (a) As security for the performance by payment or ------------------ performance, as the Borrower of all the termscase may be, covenants and agreements on the part of the Borrower Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to be performed under this Agreement or any other Transaction Documentthe Security Agent, including its successors and its assigns, for the punctual payment when due benefit of the Aggregate Capital Secured Parties, and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent Security Agent, its successors and assigns, for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s such Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"). Without limiting the generality of ----------------- the foregoing, the Borrower hereby assigns, as collateral security, to the Security Agent all its right, title and interest in, to and under the Acquisition Agreements, the Trademark Agreements and the Transaction Agreement (which assignment also shall constitute part of the followingSecurity Interest). The Security Agent is hereby authorized to file one or more financing statements, whether now continuation statements, filings with the United States Patent and Trademark Office or hereafter ownedUnited States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, existing confirming, continuing, enforcing or arising protecting the Security Interest granted by each Grantor, without the signature of any Grantor, naming any Grantor or the Grantors as debtors and the Security Agent as secured party. Anything in this Section 2.01 to the contrary notwithstanding, no Grantor shall be deemed to have borrowed, sold, conveyed, assigned, set over, mortgaged, pledged, hypothecated or transferred, or to have granted a security interest in, any contract right (collectivelyincluding any lease), or in any of such Grantor's right, title or interest therein, thereto or thereunder, if any such action, without the consent of a third party thereto, would constitute a breach or other contravention thereof; provided that the foregoing shall not apply to the Acquisitions Agreements, the “Collateral”): Trademark Agreements (i) all Pool Receivables, except for the agreements referred to in clause (ii) all Related of the definition thereof), the Transaction Agreement or the partnership agreement of any partnership that is a Subsidiary. The Grantors shall use their best efforts, upon the request of the Security Agent, to obtain the consent of any such third party required with respect to such Pool Receivablesany contract right which is material, (iii) individually or in the aggregate, to the business, condition or prospects of any Grantor. The Grantors agree at all Collections times to keep accurate and complete accounting records with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, including a record of all payments and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationProceeds received.

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

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest Secured Obligations described in respect of the Loans and all other Borrower Obligationssection 2 hereof, the Borrower Company hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Party a continuing security interest in, in and lien on all of the Borrower’s tangible and intangible personal property and fixtures of the Company, including the property described below, whether now owned or existing, or hereafter acquired or arising, together with any and all additions thereto and replacements and proceeds thereof (hereinafter referred to collectively as the "Collateral"): (i) all inventory, goods, merchandise, raw materials, supplies, goods in process, finished goods and other tangible personal property held by the Company for processing, sale or lease or furnished or to be furnished by the Company under contracts of service or to be used or consumed in the Company's business (the foregoing items in this clause (i) being sometimes herein referred to collectively as "Inventory"); (ii) all accounts, accounts receivable and Note, drafts, acceptances and other instruments representing or evidencing a right to payment for goods sold or leased or for services rendered whether or not earned by performance (the foregoing items in this clause (ii) being sometimes herein referred to collectively as "Accounts Receivable"), as well as all right, title and interest in, to and under all of the followingCompany in the goods and services which have given rise thereto, whether now or hereafter owned, existing or arising (collectively, including the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, right of stoppage in transit; (iii) all Collections with respect to general intangibles of the Company, including without limitation, goodwill and all present and future intellectual property rights of the Company, including without limitation, all trademark rights, all copyright rights, all patent rights, all trade secrets, all know-how, and all causes of action arising under all such Pool Receivables, intellectual property rights; (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower Company's chattel paper of every kind and nature includingdescription, without limitation, including all goods additions thereto and substitutions therefor; (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and v) all other investment property, supporting obligations, money, any other contract rights or rights of the Company to the payment of money, insurance claims and proceedsincluding without limitation, and all general intangibles amounts due from affiliates (including all payment intangibles) (each as defined amounts due from HB Capital, Inc. in respect of loans and advances by the UCC) and (viii) all proceeds of, and all amounts received Company or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured PartiesBorrowers), all the rights tax refunds of every kind and remedies of a secured party nature including loss carryback refunds, insurance proceeds, under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any partyfactoring agreements, and all rights to deposits or advance payments; (vi) all customer lists, files, records (including without limitation computer programs, disks, tapes and related electronic data processing media) and writings of the Collateral shall revert Company or in which the Company has an interest in any way relating to the Borrowerforegoing property and all rights of the Company to retrieval from third parties of electronically processed and recorded information pertaining to any of such property; provided(vii) all of the Company's documents and instruments (whether negotiable or non-negotiable); (viii) all of the Company's cash, howeverdeposits, that promptly following written request therefor certificates of deposit and securities (whether certificated or uncertificated); (ix) all funds in the Lockbox Account (as hereinafter defined) and all funds and investments in any other collateral account or accounts maintained from time to time by the Borrower delivered to Company with the Administrative Agent following Secured Party; (x) all guaranties and security for any such termination, and at the expense of the Borrowerforegoing; and (xi) all of the Company's equipment, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements machinery, fixtures, furniture and such other documents as the Borrower shall reasonably request to evidence such terminationoffice supplies.

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

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

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

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

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

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part Each of the Borrower to be performed under this Agreement following items or any other Transaction Document, including the punctual payment when due types of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the followingproperty, whether now owned or hereafter ownedacquired, now existing or arising (hereafter created and wherever located, is hereinafter referred to as a “Purchased Item” and all of them are collectively, the “CollateralPurchased Items”): : all Mortgage Loans, all rights under each Purchase Agreement (i) but not the obligations thereunder), all Pool ReceivablesInterest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (ii) as defined in Section 24(c)), all Related Security with respect Servicing Agreements relating to the Mortgage Loans and any other collateral pledged hereunder or otherwise relating to such Pool ReceivablesMortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (iiiissued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all Collections with respect servicing fees to which such Pool ReceivablesSeller is entitled and servicing and other rights relating to the Mortgage Loans, (iv) the Lock-Boxes and Collection all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all certificates and instruments, if any, monies from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinin the Collection Account, (v) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, Uniform Commercial Code as in effect from time to time evidencing LC Collateral Account relating to or constituting any and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property foregoing, and any and all replacements, substitutions, distributions on or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase proceeds of any Receivable as set forth in Section 3.3(a) and all of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

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

Security Interest. (a) As collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, Yield, Capital, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesBanks, and hereby grants to the Agent for its benefit and the ratable benefit of the Banks, a continuing security interest in, all of the BorrowerSeller’s right, title and interest inin and to (A) the Originator Purchase Agreement and the Undertaking (Originator), including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (iii) all rights of the Seller to receive proceeds of any insurance (including, without limitation, the right to receive Insurance Proceeds), indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, goods, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Boxes and Deposit Accounts, and any funds on deposit in any such account, (D) all other property now or hereafter owned by the Seller, including without limitation all accounts, chattel paper, general intangibles, inventory, equipment and other goods, documents, investment property and instruments, and (E) to the extent not included in the foregoing, all proceeds of any and all of the followingforegoing (the foregoing, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As Grant of Security Interest and Cross-Collateralization. Buyer and the Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Borrower Sellers of all the terms, covenants and agreements on the part of the Borrower Sellers' obligations to be performed Buyer under this Agreement or any other Transaction Documentand the Transactions entered into pursuant to this Agreement, both Sellers grant Buyer, on a cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Loans, including the punctual payment when due indebtedness of Obligors and the Aggregate Capital Underlying Assets, including all Manufactured Homes now owned or hereafter acquired, as collateral for Floorplan Loans and all Interest in respect of the Loans MH Loans, and all other Borrower Obligationscollateral provided as security for the Purchased Loans; Servicing Agreements, the Borrower hereby grants Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Administrative Agent for its benefit Purchased Loans, Income, any and all Hedgxx, xxl Insured Closing Letters and the ratable benefit of the Secured Parties, a continuing security interest in, Escrow Instructions covering any or all of the Borrower’s rightLoans, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) and the Lock-Boxes and Collection Blocked Accounts and all amounts on deposit therein, any and all certificates collection accounts and instrumentsescrow accounts relating to the Purchased Loans, if anyall MH Contracts, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit thereinDealer Financing Agreements, and all certificates and instrumentsother Loan Agreements, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitationLoan Documents, all goods (including inventoryConsignment Agreements, equipment sale contracts, security agreements, the right to payment of interest or finance charges and collateral securing such obligations, and any accessions thereto)other contract rights, instruments (including promissory notes)and other assets relating to the Purchased Loans or any interest in the Purchased Loans, documentswhether constituting real or personal property, accounts, chattel paper (whether tangible paper, equipment, goods, instruments, general intangibles, inventory or electronic)proceeds, deposit accountsor securities backed by or representing an interest in such Loans, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and any and all other investment propertyreplacements, supporting obligationssubstitutions, money, distributions on or Proceeds of any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of foregoing (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreementcollectively, the "Collateral, in the case of clause (i"), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

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

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

Security Interest. (a) As collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a continuing security interest in, all of the BorrowerSeller’s right, title and interest inin and to (A) the Originator Purchase Agreement, to and under all of the followingincluding, whether now or hereafter ownedwithout limitation, existing or arising (collectively, the “Collateral”): (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement, (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool Receivablesthe Originator Purchase Agreement, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under the Originator Purchase Agreement, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all amounts on deposit thereinother assets, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities instruments and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, (C) the Lock-Box Accounts and the Cash Collateral Account and (viiiD) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Seller Obligations, the Borrower Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured other Indemnified Parties, and hereby grants to the Agent for its benefit and the ratable benefit of the other Indemnified Parties, a continuing security interest in, all of the Borrower’s Seller's right, title and interest inin and to (A) the Sale Agreement, to and under all of the followingincluding, whether now or hereafter ownedwithout limitation, existing or arising (collectively, the “Collateral”): (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Sale Agreement, (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreement, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool ReceivablesSale Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Sale Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, all Related Security and Collections with respect thereto and all Lock-Boxes and Collection all Blocked Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts funds on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (viiC) all other personal and fixture property or assets of the Borrower of every kind and nature Seller, including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsgoods, securities accountsinstruments, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims deposit accounts and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC) UCC as in effect on the date hereof in the State of New York), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, and (viiiD) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including Liabilities and the punctual payment Affiliate Revolving Loan Liabilities when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor declared due, the each Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent (for its benefit and the ratable benefit of the Secured Parties, Lenders and Administrative Agent) a continuing security interest in, in and to all of the such Borrower’s right, title and interest in, in and to the following property and under all of the followinginterests in property, whether now owned or existing or hereafter owned, existing arising or arising acquired, and wheresoever located (collectively, the “Collateral”): (ia) all Pool Receivablesof Borrower’s accounts receivable, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment Accounts and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) Health-Care-Insurance Receivables (each as defined in the UCC) and Code), (viiib) all proceeds ofof the Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) all of Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, the Administrative Agent or any Lender, or any other financial institution with which the Borrower maintains deposits; (d) all of the Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haveBorrower’s Tangible Chattel Paper, with respect to all the CollateralDocuments, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in addition to all the other rights and remedies available to the Administrative Agent Code); (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “e) all of the debtorBorrower’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of Inventory and Equipment and motor vehicles and trucks; (if) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) all of the Purchase Borrower’s monies, and Sale Agreementany and all other property and interests in property of the Borrower, the Collateralincluding, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the case of clause (iCode), now or hereafter coming into the applicable Receivable and any Related Security solely with respect to such Receivableactual possession, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) custody or control of the Administrative Agent, any Lender or any agent or Affiliate thereof in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Lenders Administrative Agent’s and each Lender’s rights of setoff (which the other Credit Parties hereunder shall terminateBorrower acknowledges), all without delivery the balance of any instrument account or performance of any act amount that may be owing from time to time by Administrative Agent or any party, and all rights to the Collateral shall revert Lender to the Borrower; (g) all insurance proceeds of or relating to any of the foregoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of Borrower; (h) all proceeds and profits derived from the operation of the Borrower’s business; (i) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the foregoing and to the Borrower’s business; and (j) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any of the foregoing. Administrative Agent acknowledges that it will not have control over or right of setoff against the Government Blocked Account (as defined in the Revolving Loan Agreement) solely to the extent such control or right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that promptly following written request therefor by the as soon as any such prohibition or restriction lapses or is legally removed Borrower delivered shall immediately take such all actions as are reasonably necessary to the provide Administrative Agent following any DM3\2429630.8 with control over and/or the right of setoff against such termination, and Government Blocked Account (at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination’s cost).

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

Security Interest. Borrower shall grant Lender (ai) As a first priority security for interest covering all of Borrower’s accounts, deposit accounts including but not limited to Account No. xxxxxxx (the performance “Medicare Account”), and Account No. xxxxxxx (the “Operating Account”), both maintained by Borrower with Lender, (all such accounts collectively, the Borrower of all “Deposit Accounts”) excluding Borrower’s Account No. xxxxxxx (the terms“Construction Escrow Account”) which shall be subject to a second priority security interest, covenants (ii) a first priority security interest in Borrower’s accounts receivable, government and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Documentnon-government health care accounts receivable, including the punctual payment when due of the Aggregate Capital but not limited to health-care-insurance receivables, contract rights and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the followinginventory, whether now owned or hereafter ownedacquired, existing or arising and all proceeds, products, rents, profits, and income therefrom (collectively, the “CollateralReceivables”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, ); (iii) a first priority security interest covering all Collections with respect to such Pool Receivablesof Borrower’s goods, chattels, revenue, income, certificates of title, medical supplies, and equipment (collectively, the “Goods”) and (iv) the Lock-Boxes a second priority security interest covering all of Borrower’s medical equipment, furniture, hospital beds, kitchen equipment and Collection Accounts and all amounts on deposit thereinsupplies, computer equipment, computer hardware, computer software, computer software licenses, general intangibles, and all certificates and instrumentsother tangible personal property, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit thereinwhether now owned or hereafter acquired, and all certificates proceeds, products, rents, profits and instrumentsincome from the sale therefrom (the “Equipment”). The Deposit Accounts, if anythe Receivables, from time the Goods and the Equipment are collectively referred to time evidencing LC Collateral herein as the “Borrower’s Personal Property”). The security interests granted shall be evidenced by one or more security agreements in form and substance approved by Lender (the “Security Agreement”). The lien covering the Equipment and the Construction Escrow Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights will be subordinate only to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined lien granted by Borrower to Lender in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, same collateral to secure the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationMortgage Note.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part Each of the Borrower to be performed under this Agreement following items or any other Transaction Document, including the punctual payment when due types of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the followingproperty, whether now owned or hereafter ownedacquired, now existing or arising hereafter created and wherever located, is hereinafter referred to as (collectively, the “CollateralPurchased Items”): all Mortgage Assets, all rights under each Purchase Agreement (i) but not the obligations thereunder), all Pool ReceivablesMortgage Asset Files, (ii) including without limitation all Related Security with respect promissory notes included therein, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Pool ReceivablesMortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (iiiissued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all Collections with respect servicing fees to such Pool Receivableswhich the Seller is entitled and servicing and other rights relating to the Mortgage Assets, (iv) the Lock-Boxes and Collection all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all certificates monies and instruments, if any, investment property from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinin, (v) or credited to, the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitationControlled Accounts, all goods securities accounts to which any Purchased Assets consisting of “securities” or “security entitlements” (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties)have been credited, all Interest Rate Protection Agreements, if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “instruments” and “investment property” as defined in the rights UCC relating to or constituting any and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property foregoing, and any and all replacements, substitutions, distributions on or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase proceeds of any Receivable as set forth in Section 3.3(a) and all of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

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

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

Security Interest. (a) As security for Subject to the performance by terms and conditions of the Borrower Intercreditor Agreement, to secure the timely repayment of the principal of, and interest on, the Promissory Notes, and all the terms, covenants and agreements on the part other Obligations of the Borrower to be performed any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under this Agreement or any other Transaction Document, including the punctual payment when whether now or hereafter existing or arising, due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligationsor to become due, direct or indirect, the Borrower hereby grants to the Administrative Agent GWG Trust, for its benefit and the ratable benefit of the Secured Parties, a continuing continuing, senior security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising arising: (collectivelyA) the equity and beneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the “Collateral”): Borrower, (iB) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) bank accounts of the Borrower under and all funds, investments and other items of value therein, including the Purchase and Sale AgreementLifeNotes Account, (viiC) to the extent permitted by Applicable Law, all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiiD) all proceeds of, and all amounts received or receivable under with respect to any or all of, the foregoing. In addition, subject to the terms of the pledge agreements in favor of GWG Trust, each of the parties set forth in Schedule 1.0 agrees to pledge each of the equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to secure the timely repayment of the principal of, and interest on, the Promissory Notes. All of the rights and assets described in the foregoing sentences are herein referred to collectively as “Collateral”. The Administrative Agent (Borrower, and the owners set forth in Schedule 1.0 shall, and the Borrower, and the owners set forth in Schedule 1.0 shall cause GWG Trust to, file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the GWG Trust reasonably requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and the owners set forth in Schedule 1.0 hereby authorize GWG Trust to file such financing statements as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Borrower of all of the Borrower’s Loans then outstanding or the terms for release under the pledge agreement, the security interest in the Collateral related thereto for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), Lenders shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationGWG Trust.

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

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

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

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

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

Security Interest. (a) As security for In order to secure the performance by the Borrower of all of its covenants, agreements and obligations under the terms, covenants Reimbursement Agreement and agreements on the part of Security Documents and the payment by the Borrower of all Obligations (subject to be performed under the provisions of paragraph (b) of this Section 2.03), this Agreement or any other Transaction Documentis intended to create, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to pledges to, and creates in favor of the Administrative Agent Agent, for its benefit and the ratable benefit of the Secured Parties, a continuing security interest inin and to, the Accounts, all cash, cash equivalents, instruments, investments and other securities at any time on deposit in the Accounts, all present and future accounts, chattel paper, documents, general intangibles and instruments (each as defined in the New York Uniform Commercial Code) of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all other rights (but none of the obligations) of the Borrower under to receive the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets payment of the Borrower of every kind and nature money including, without limitation, all goods (including inventorymoneys due and to become due to the Borrower under the Power Purchase Agreements, equipment the Steam Purchase Agreement 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 of the Borrower for the sale of electricity, steam and/or heat produced by the Facility or rights to the payment sale of money, insurance claims and proceedsby-products produced by the Facility, and all general intangibles moneys due and to become due to the Borrower under all Project Documents, and all proceeds of any of the foregoing. All moneys, cash equivalents, instruments, investments and securities at any time on deposit in any of the Accounts shall constitute collateral security for the payment by the Borrower of the Obligations (including subject to the provisions of paragraph (b) of this Section 2.03) and the performance and observance by the Borrower of all payment intangibles) (each as defined the covenants and conditions contained herein and in the UCC) Reimbursement Agreement, the Notes and (viii) the other Security Documents, and shall at all proceeds times be subject to the control of the Agent, acting through the Security Agent, and to the extent on deposit in the Security Agent Accounts, shall be held in the custody of the Security Agent in trust for the purposes of, and all amounts received or receivable under any or all ofon the terms set forth in, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon For the occurrence purpose of (i) perfecting the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) security interest of the Purchase Agent in and Sale Agreementto the Security Agent Accounts and all cash, investments and securities at any time on deposit in the Security Agent Accounts, 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), Agent shall be automatically released from deemed to be the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) agent of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

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

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part Each of the Borrower to be performed under this Agreement following items or any other Transaction Document, including the punctual payment when due types of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the followingproperty, whether now owned or hereafter ownedacquired, now existing or arising hereafter created and wherever located, is hereinafter referred to as the (collectively"Purchased Items"): all Mortgage Loans, all rights under each Purchase Agreement (but not the “Collateral”): obligations thereunder), all Mortgage Loan Documents, including without limitation all promissory notes, all Servicing Records (i) all Pool Receivablesas defined in Section 24(c)), (ii) all Related Security with respect servicing agreements and any other collateral pledged or otherwise relating to such Pool ReceivablesMortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (iiiissued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all Collections with respect servicing fees to which such Pool ReceivablesSeller is entitled and rights relating to the Mortgage Loans, (iv) the Lock-Boxes and Collection Accounts any Servicer accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all purchase agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all certificates and instruments, if any, monies from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinin the Collection Account, (v) the LC Collateral Account and all amounts on deposit thereinTakeout Commitments now existing or hereafter arising, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none covering any part of the obligations) of the Borrower under the Purchase and Sale Agreementforegoing Purchased Items, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to deliver the Collateral shall revert Mortgage Loans to Takeout Investors or to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the Borrower; provideddisposition of such Purchased Items pursuant thereto, howeverincluding the Seller's right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such terminationall "general intangibles", and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination."

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

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

Security Interest. (a) As collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans Seller hereunder or thereunder, whether for indemnification payments, principal and all other Borrower Obligationsinterest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesInvestors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a continuing security interest in, all of the BorrowerSeller’s right, title and interest inin and to (A) the Originator Purchase Agreement and the Undertaking 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 or the Undertaking 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 or the Undertaking 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 or the Undertaking Agreement, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking Agreement, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account right of the Seller to compel performance and otherwise exercise all remedies thereunder,(B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all amounts on deposit thereinother assets, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities instruments and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, (C) the Lock-Box Accounts and the Cash Collateral Account, and (viiiD) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. To secure Seller’s delivery of the Receipts purchased and other obligations to Purchaser under the Transaction Documents, Seller hereby grants to Purchaser a security interest in: (ai) As security all accounts, accounts receivable, contracts, real property leases, notes, bills, acceptances, chooses in action, chattel paper, instruments, documents and other forms of obligations at any time owing to the Seller arising out of goods sold or leased or for services rendered by Seller, the performance proceeds thereof and all of Seller's rights with respect to any goods represented thereby, whether or not delivered, goods returned by customers and all rights as an unpaid vendor or lienor, including rights of stoppage in transit and of recovering possession by proceedings including replevin and reclamation, together with all customer lists, books and records, ledger and account cards, computer tapes, software, disks, printouts and records, whether now in existence or hereafter created, relating thereto (collectively referred to hereinafter as "Receivables"); (ii) all inventory, including without limitation, all goods manufactured or acquired for sale or lease, and any piece goods, raw materials, work in process and finished merchandise, findings or component materials, and all supplies, goods, incidentals, office supplies, packaging materials and any and all items used or consumed in the operation of the business of Seller or which may contribute to the finished product or to the sale, promotion and shipment thereof, in which Seller now or at any time hereafter may have an interest, whether or not the same is in transit or in the constructive, actual or exclusive occupancy or possession of Seller or is held by Seller or by others for Seller's account (collectively referred to hereinafter as "Inventory"); (iii) goods, including without limitation, all machinery, equipment, parts, supplies, apparatus, appliances, tools, fittings, furniture, furnishings, fixtures and articles of tangible personal property of every description now or hereafter owned by the Borrower of all Seller or in which Seller may have or may hereafter acquire any interest, at any location (collectively referred to hereinafter as "Equipment"); (iv) general intangibles in which the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement Seller now has or hereafter acquires any other Transaction Documentrights, including the punctual payment when due but not limited to, causes of the Aggregate Capital action, corporate or business records, inventions, designs, patents, patent applications, trademarks, trademark registrations and applications therefor, goodwill, trade names, trade secrets, trade processes, copyrights, copyright registrations and applications therefor, licenses, permits, franchises, customer lists, computer programs, all Interest in respect of the Loans claims under guaranties, tax refund claims, rights and claims against carriers and shippers, leases, claims under insurance policies, all rights to indemnification and all other Borrower Obligationsintangible personal property and intellectual property of every kind and nature (collectively referred to hereinafter as "Intangibles"); (v) all the capital stock, bonds, notes, partnership interests, member interests in limited liability companies, and other securities, if any, held of record or beneficially by the Borrower hereby grants to Seller, including without limitation the Administrative Agent for its benefit capital stock of all subsidiaries of the Seller, and the ratable benefit Seller's interests in all securities brokerage accounts (collectively referred to hereinafter as "Investments"); (vi) all cash on hand and on deposit in banks, trust companies and similar institutions, and all property accounted for in the Seller's financial statements as "cash equivalents" (collectively referred to hereinafter as "Cash"); (vii) all other assets, proceeds and items not directly referred to herein as those terms are defined in Article 9 of the Secured PartiesUniform Commercial Code under applicable federal and state law (collectively referred to hereinafter as “UCC Article 9 Items”); (viii) all accessions to, a continuing security interest insubstitutions for, and all replacements, products and proceeds of the Borrower’s rightReceivables, title Inventory, Equipment, Intangibles, Investments, Cash and interest inUCC Article 9 Items (collectively referred to hereinafter as "Collateral"), including without limitation proceeds of insurance policies insuring the Collateral; and (ix) books and records relating to and under all any of the followingCollateral (including without limitation, customer data, credit files, computer programs, printouts, and other computer materials and records of the Seller pertaining to any of the Collateral), whether now or hereafter owned, existing owned or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes acquired by Seller and Collection Accounts wherever located; and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none proceeds of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for If the benefit of Transaction Documents or any addenda identify more than one Seller, this Security Agreement applies to each Seller, jointly and severally. Seller and Guarantor acknowledge and agree that any security interest granted to Purchaser under any other agreement between Seller and Purchaser will secure the Secured Parties) obligations hereunder, and that the Seller’s obligations secured by this Security Agreement, and the Collateral granted hereunder, shall havebe perfected under any previously filed UCC-1 or UCC-3 statement, with respect to all perfecting Purchaser’s interest in the Collateral, . Seller and in addition to all the other rights Guarantor further acknowledge and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to agree that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateralif, in the case of clause (i)future, Seller enters into any agreement with Purchaser, any security interest granted to Purchaser under such future agreements will relate back to this Security Agreement, and that the Seller and/or Guarantor’s obligations, and the Collateral granted, under such future agreements, shall relate back to, be perfected under, and made a part of, any previously filed UCC-1 or the applicable Receivable and any Related Security solely with respect to such ReceivableUCC-3 statement, perfecting Purchaser’s interest in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationCollateral.

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

Security Interest. (a) As The parties hereto intend that this Agreement shall constitute a security for agreement under applicable law, securing, among other things, the performance by the Borrower Transferor of all the terms, covenants and agreements on the part of the Borrower Transferor (whether as Transferor 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 ObligationsTransferor hereunder or thereunder, whether for Investment, Yield, indemnification payments, fees, expenses or otherwise, and, pursuant to the foregoing, the Borrower Transferor hereby grants assigns to the Administrative Program Agent for its benefit (solely with respect to amounts payable under clauses (i) and (v) of Section 2.04(c)) and the ratable benefit of the Secured PartiesCo-Acquirers and the Investor Agents, and hereby grants to the Program Agent for its benefit (solely with respect to amounts payable under clauses (i) and (v) of Section 2.04(c)) and the ratable benefit of the Co-Acquirers and the Investor Agents, a continuing security interest in, all of the BorrowerTransferor’s right, title and interest inin and to (A) the Sale Agreements, to and under including, without limitation, (i) all rights of the followingTransferor to receive moneys due or to become due under or pursuant to the Sale Agreements, whether now (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or hereafter ownedto become due under or pursuant to the Sale Agreements, existing (iii) all rights of the Transferor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Sale Agreements, (iv) claims of the Transferor for damages arising out of or for breach of or default under the Sale Agreements, and (collectivelyv) the right of the Transferor to compel performance and otherwise exercise all remedies thereunder, the “Collateral”): (iB) all Pool Receivables, (ii) all whether now owned and existing or hereafter acquired or arising, and the Related Security with respect to such Pool Receivables, (iii) all thereto and the Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinother assets, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities instruments and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC) ), including undivided interests in any of the foregoing, and (viiiC) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for To secure the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower (whether as Borrower or otherwise) to be performed under this Agreement Agreement, the Transaction Documents or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans Borrower hereunder or thereunder, whether for Principal, Yield, Fees (including, without limitation, interest and principal on any Cash Secured Advances), indemnification payments, expenses or otherwise (all other Borrower of the foregoing, collectively, the "Obligations"), the Borrower hereby grants to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, a continuing security interest in, all of the Borrower’s 's right, title and interest in, in and to and under all of the following, whether now or hereafter owned, existing or arising following (collectively, the “"Collateral”): ") (a) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all Pool Receivablesrights of the Borrower to receive monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (ii) all Related Security with respect security interests and property subject thereto from time to such Pool Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all Collections rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool Receivablesthe Purchase Agreements or the Parent Undertakings, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinBorrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account right of the Borrower to compel performance and otherwise exercise all amounts on deposit thereinremedies thereunder, (b) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, and all certificates and instrumentsother assets, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsinstruments, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, (c) the Lockboxes, Deposit Accounts, Borrower's Account and any other deposit accounts, (d) all other property or interests in property, and (viiie) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

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

Security Interest. (a) As Mortgagor grants and assigns to Mortgagee a security for the interest to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, 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, wherever situated, which are or are to be incorporated into, used in connection with or appropriated for use on the Property; all rents, issues, deposits and profits of the Property (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes the Absolute Assignment of Rents and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and Leases); all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsimpounds, securities entitlementsaccounts receivable, contract rights, general intangibles, software, chattel paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, moneyinsurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance claims premiums made by Mortgagor with respect to the Property; all plans, drawings and proceedsspecifications relating to the Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all general intangibles (including all payment intangibles) (each “Impounds” as defined in the UCC) herein; together with all replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing, and all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above-described personal property which is or assetswhich hereafter becomes a “fixture” under the Florida Uniform Commercial Code (the “UCC”), this Mortgage constitutes a fixture filing under Florida Statutes Section 679.313 and 679.402, as amended and recodified from time to time, this Mortgage shall constitute a Fixture Filing recorded in the real estate records. Notwithstanding the foregoing, nothing herein shall be deemed to create any lien or words to that effect, notwithstanding that such wording may be broader interest in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) favor of the Purchase and Sale Agreement, the Collateral, Mortgagee under this Mortgage 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 herebyCollateral which is not a fixture, and the purpose of this Agreement Article IV is to create a fixture filing under Florida Statutes Section 679.313 and all obligations (other than those expressly stated 679.402, as amended or recodified from time to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationtime.

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary, as of the Effective Date, a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Trustor now or at any time hereafter owned, existing or arising has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the real property described on Exhibit A attached hereto and incorporated by reference herein (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) extent the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none same are not effectively made a part of the obligations) real property pursuant to Section 1.1 above); together with all rents, issues, deposits and profits of the Borrower under the Purchase and Sale Agreement, (vii) Subject Property; all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsaccounts receivable, securities entitlements, letter of credit contract rights, commercial tort claimsgeneral intangibles, securities judgments, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and all other investment property, supporting obligations, moneycondemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Subject Property or any business now or hereafter conducted thereon by Trustor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of insurance claims premiums made by Trustor with respect to the Subject Property; all plans, drawings and proceedsspecifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all general intangibles other items of personal property (including all payment intangiblesof whatever kind or nature) (each as defined used in the UCCoperation of the Subject Property; all of the rights and interest of Trustor in and under all management agreements, franchise agreements and leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Trustor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Trustor in and to any interest rate protection agreement that may have been (viiior may hereafter be) entered into by Trustor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Trustor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above described personal property which is or assets” which hereafter becomes a "fixture" under applicable law, this Deed of Trust constitutes a fixture filing under the California Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of time (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i"UCC"), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As Undersigned hereby grants to Bank a security for interest in the performance following property now owned or hereafter acquired by the Borrower of Undersigned. [_] ________ The securities described below, together with all the termscash, covenants and agreements on the part of the Borrower to be performed under this Agreement stock or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest dividends or distributions paid upon or made in respect of the Loans such securities in any form; all securities received in addition to or in exchange for such securities; and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect subscription rights incident to such Pool Receivablessecurities; ______ all equipment, wherever located, including machinery, motor vehicles, furniture and fixtures; ______ all inventory (iii) all Collections with respect whether held for sale or lease or to such Pool Receivablesbe furnished under contracts of service), (iv) raw materials, work in process, and materials used or consumed in the Lock-Boxes and Collection Accounts and all amounts on deposit thereinconduct of Undersigned's business, and all certificates books, records, invoices and other documents which describe or evidence the same; and _____ all accounts, contracts rights, general intangibles, choses in action, instruments, if anychattel paper, from time to time evidencing such Lock-Boxes documents (including all documents of title and Collection Accounts and amounts on deposit therein, (vwarehouse receipts) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims however evidenced or arising. [_] ________ Other. In addition to the foregoing, Undersigned: (1) grants to Bank a security interest in all substitutions for, renewals of, improvements, replacements and proceedsadditions to, and all general intangibles the products and proceeds (including all payment intangiblescash and non-cash) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal foregoing property and any insurance policies relating thereto; (2) grants to Bank a security interest in, lien upon, and right of setoff against, all deposit accounts, credits, securities, moneys or assets” other property of Undersigned which may at any time be in the possession of, delivered to, or words owed by Bank, including any proceeds or returned or unearned premiums of insurance, and the proceeds of all the foregoing property; and (3) assigns to that effectBank all moneys which may become payable on any policy of insurance required to be maintained under this Note, notwithstanding that including any returned or unearned premiums. All such wording may be broader in scope than the collateral property subject to Bank's security interests described in this Agreement. Immediately upon Section 1 is referred to herein collectively as the occurrence of "Collateral." With respect to Section 4 hereunder, the term "Collateral" shall not include the property described in Subsection (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a2) of this Section 1. All security interests in Collateral shall be deemed to arise and be perfected under and governed by the Purchase and Sale AgreementUniform Commercial Code, except to the extent that such law does not apply to certain types of transactions or Collateral, in the which case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), law shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationgovern.

Security Interest. (a) As security for the performance by payment or performance, as the Borrower of all the termscase may be, covenants and agreements on the part in full of the Borrower to be performed under this Agreement or any other Transaction DocumentSecured Obligations, including the punctual payment when due Guaranty, each Grantor hereby mortgages and pledges to the Collateral Agent for the benefit of the Aggregate Capital Secured Parties, and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in(the “Security Interest”) in all right, title or interest in or to any and all of the Borrower’s following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and or interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Article 9 Collateral”): (i) all Pool ReceivablesAccounts; all Chattel Paper; all Commercial Tort Claims described in Schedule II as supplemented from time to time; all Documents; all Equipment and Fixtures; all General Intangibles; all Goods; all Instruments; all Intellectual Property; all Inventory; all Investment Property; all Letters of Credit and Letter-of-Credit Rights; all books and records pertaining to the Article 9 Collateral; to the extent not otherwise included, (ii) all Related Security Proceeds and products of any and all of the foregoing, all supporting obligations and all other collateral security and guarantees given by any Person with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none any of the obligations) of foregoing; and provided that notwithstanding anything to the Borrower under the Purchase and Sale contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Property; provided, however, that “Excluded Property” shall not include any Proceeds (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitationfor the avoidance of doubt, all goods (including inventory, equipment and any accessions theretoProceeds constituting cash), instruments (including promissory notes)substitutions or replacements of any Excluded Property unless such Proceeds, documents, accounts, chattel paper (whether tangible substitutions 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 replacements would independently constitute Excluded Property. Each Grantor hereby irrevocably authorizes the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Collateral Agent (for the benefit of the Secured PartiesParties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) shall have, with respect to all the Collateral, Collateral or any part thereof and in addition to all the other rights and remedies available to the Administrative Agent amendments (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to including continuations) thereto that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) indicate the Final Payout Date Collateral as all assets of such Grantor or words of similar effect or being of an equal or lesser scope or with greater detail, and (ii) contain the repurchase information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any Receivable as set forth in Section 3.3(afinancing statement or amendment, including (A) of the Purchase and Sale Agreementwhether such Grantor is an organization, the Collateraltype of organization and, if applicable, any organizational identification number or incorporation number issued to such Grantor and (B) in the case of clause (i)a financing statement filed as a fixture filing, 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) a sufficient description 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 real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral shall revert Agent promptly upon request. The Collateral Agent is further irrevocably authorized to file with the Borrower; providedUnited States Patent and Trademark Office or the United States Copyright Office (or any successor office thereof) such documents as may be necessary or advisable for the purpose of perfecting or confirming the Security Interest granted by each Grantor, howeverwith notice to each, that promptly following written request therefor but without the signature of any, Grantor (only if such signature cannot reasonably be obtained by the Borrower delivered Collateral Agent and each Grantor hereby agrees to provide such signatures upon request of the Administrative Agent following any such terminationCollateral Agent), and at naming any Grantor or the expense of Grantors as debtors and the Borrower, the Administrative Collateral Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationsecured party.

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

Security Interest. (a) As security for To secure the due payment and performance by the Borrower of all the terms, covenants indebtedness 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 liabilities and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the followingobligations, whether now existing or hereafter ownedarising, existing of the Grantees to the Secured Parties under, arising out of or arising (collectivelyin any way connected with the Letters of Credit, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts Letters of Credit Agreement and all amounts on deposit therein, and all certificates and instruments, if anyagreements and documents executed, from time to time evidencing such Lock-Boxes issued and Collection Accounts and amounts on deposit thereindelivered pursuant thereto, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, this Agreement, all goods hereinafter referred to collectively as the "Obligations," (including inventoryi) CWI hereby assigns, equipment mortgages, pledges, hypothecates, transfers 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 sets over to the payment Secured Parties and grants to the Secured Parties a lien upon and security interest in (a) the IP Collateral of moneyCWI set forth, insurance claims referred to, or listed on, Schedule I annexed hereto and proceeds, and made a part hereof (all general intangibles (including all payment intangibles) (each herein after referred to as defined in the UCC"CWI IP Collateral") and (viiib) the Other Collateral of CWI set forth, referred to, or listed on, Schedule II annexed hereto and made a part hereof (all proceeds ofherein after referred to as the "Other CWI Collateral" and together with the IP Collateral, the "CWI Collateral"), and (ii) TSI hereby assigns, mortgages, pledges, hypothecates, transfers and sets over to the Secured Parties and grants to the Secured Parties a lien upon and security interest in (a) the IP Collateral of TSI set forth, referred to, or listed on, Schedule IV annexed hereto and made a part hereof (all amounts received herein after referred to as the "TSI IP Collateral") and (b) the Other Collateral of TSI set forth, referred to, or receivable under any or listed on, Schedule V annexed hereto and made a part hereof (all ofherein after referred to as the "Other TSI Collateral" and together with the IP Collateral, the foregoing"TSI Collateral" and, together with the CWI Collateral, the "Collateral"). The Administrative Agent (for Notwithstanding the benefit of foregoing and anything contained herein, the Secured Parties' lien on the CWI IP Collateral shall be subordinate to the first lien held by ASA ("ASA Lien") shall have, with respect to the CWI IP Collateral as set forth in thax xxxxxxn Security Agreement dated March 3, 1999 between CWI and ASA, as same may be amended from time to time ("ASA Security Agreement"). Accordingly, unless and until all amounts due and owing to ASA under CWI's $2,558,197.26 Amended and Restated Promissory Note dated June 3, 2002, as same may be amended from time to time (the "ASA Note") are repaid in full to ASA, the Secured Parties shall not enforce any security interests in, foreclose, levy or execute upon, or collect or attach any of the CWI IP Collateral. Notwithstanding the foregoing and anything contained herein, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of ' lien on (i) the Final Payout Date or Other CWI Collateral shall be subordinate to the first lien held by Citizens ("Citizens CWI Lien") with respect to the Other CWI Collateral as set forth in that certain Security Agreement dated June 28, 2002 between CWI and Citizens, as same may be amended from time to time ("Citizens Security Agreement"), and (ii) the repurchase of any Receivable Other TSI Collateral shall be subordinate to the first lien held by Citizens ("Citizens TSI Lien" and, together with Citizens CWI Lien, the "Citizens Liens") with respect to the Other TSI Collateral as set forth in Section 3.3(a) that certain Security Agreement dated as of the Purchase date hereof between TSI and Sale Citizens, as same may be amended from time to time ("TSI Security Agreement"). Accordingly, unless and until all amounts due and owing to Citizens under the Grantees' $1,400,000.00 Amended and Restated Master Note dated July __, 2004, as same may be amended from time to time (the "Citizens Note") are repaid in full to Citizens, the Secured Parties shall neither call a default under the Letters of Credit or Letters of Credit Agreement, nor enforce any security interests in, foreclose, levy or execute upon, or collect or attach any of the Other CWI Collateral or the Other TSI Collateral, including any of CWI's or TSI's insurance proceeds 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 AgentOther CWI Collateral or Other TSI Collateral, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationrespectively.

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 Trustor hereby grants and assigns to the Administrative Agent for its benefit Beneficiary a security interest, to secure payment and the ratable benefit performance of the Secured Parties, a continuing security interest in, all of the Borrower’s rightObligations of Trustor, title and interest in, to and under in all of the following, whether following described personal property in which Trustor now or at any time hereafter owned, existing or arising has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the real property and the improvements situated thereon as described on Exhibit A attached hereto and incorporated by reference herein (i) to the extent the same are not effectively made a part of the Property pursuant to Section 1.1 above); together with all Pool Receivablesrents, issues, deposits and profits of the Secured Property (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentsextent, if any, from time they are not subject to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and Article III above); all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsaccounts receivable, securities entitlementscontract rights, letter of credit rights, commercial tort claimsgeneral intangibles, securities chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and all other investment property, supporting obligations, moneycondemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Secured Property or any business now or hereafter conducted thereon by Trustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Secured Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Secured Property; all advance payments of insurance claims premiums made by Trustor with respect to the Secured Property; all plans, drawings and proceedsspecifications relating to the Secured Property; deposits, accounts, refunds, cost savings and payments of any kind related to the Secured Property or any portion thereof; together with all general intangibles (including all payment intangibles) (each as defined in the UCC) replacements and (viii) all proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent This Deed of Trust constitutes a financing statement filed as a fixture filing pursuant to the provisions of Division 9 of the California Uniform Commercial Code, (for the benefit “CUCC”) with respect to those portions of the Secured Parties) shall have, with respect Property consisting of goods which are or are to all the Collateral, and in addition to all the other rights and remedies available become fixtures relating to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCCProperty. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all addresses 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 Trustor (iDebtor) the Final Payout Date or and Beneficiary (iiSecured Party) the repurchase of any Receivable as are set forth in Section 3.3(a) 5.8 below. Terms used in the description of the Purchase Collateral and Sale Agreement, not specifically defined shall have the Collateral, meaning given such terms in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationCUCC.

Security Interest. (a) As security for Xx secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Buyer a continuing lien upon and security interest in, in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under all of in the following, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located (collectively, the “"Collateral”"): (iA) all Pool ReceivablesAll accounts, (ii) all Related Security with respect to such Pool Receivablesreceivables, (iii) all Collections with respect to such Pool Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, investment property, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter of credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of a secured party under 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 applicable UCCCollateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. The Borrower hereby Seller agrees to sign any instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller authorizes the Administrative Agent Buyer to file financing statements describing without notice to Seller, with all appropriate jurisdictions, as the collateral covered thereby as “all of the debtor’s personal property Buyer deems appropriate, in order to perfect or assets” or words to that effect, notwithstanding that such wording may be broader protect Buyer's interest in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect . Seller agrees to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to Buyer the Borrower written authorization for the Borrower originals of all instruments, chattel paper and documents evidencing or related to file (or have filed on its behalf) UCC-3 termination statements Purchased Receivables and such other documents as the Borrower shall reasonably request to evidence such terminationCollateral.

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

Security Interest. (a) As security for To secure the full and timely payment, performance by the Borrower of all the terms, covenants and agreements on the part satisfaction 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 Secured Obligations, the Borrower Company hereby collaterally assigns to Secured Party, and grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Party a continuing security interest in, all of the BorrowerCompany’s right, title and interest in, to and under all of the followingproperty, whether now owned or hereafter owned, existing or arising (collectivelyacquired, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none regardless of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature where located including, without limitation, all goods of the Company’s: Accounts; Chattel Paper, including Electronic Chattel Paper; Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing Commercial Tort Claims now or hereafter identified on Schedule 2.01(d) to this Agreement; Deposit Accounts; Documents; Financial Assets; General Intangibles; Goods (including inventoryall of its Equipment, equipment Fix­tures and any accessions theretoInventory), 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 embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor); Instruments; Intellectual Property; Investment Property; Letter of Credit Rights; Money (of every jurisdiction whatsoever); Supporting Obligations; with respect to each Person (as hereinafter defined) listed in Schedule 2.01(q) hereto and each other corporation hereafter acquired or formed by the Company, the Equity Interests from time-to-time issued and outstanding, including all payment intangibles) (each as defined the certificates, if any, representing the Equity Interests and any interest of the Company in the UCCentries on the books of the issuer thereof or any financial intermediary pertaining to the Equity Interests, together with all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) and (viii) all or proceeds ofas a result of a split, and all amounts received revision, reclassification, consolidation, merger or other like change of the Equity Interests or any issuer thereof, from time-to-time received, receivable under or otherwise distributed to the Company in respect of or in exchange for any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to Equity Interests; all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property promissory notes or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement intercompany notes and all obligations (other than those expressly stated to survive certificates or instruments evidencing such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument promissory notes or performance of any act by any party, and all rights to the Collateral shall revert to the Borrowerintercompany notes; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.and

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

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

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

Security Interest. (a) As security for 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 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 rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase Agreements or the Parent Undertakings, (iv) claims of the Borrower 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 remedies thereunder, (B) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, the Related Security and Collections with respect to such Pool Receivablesthereto and all other assets, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (ivC) the Lock-Boxes and Collection Deposit Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time (D) to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of extent not included in the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitationforegoing, all goods (including inventory, equipment proceeds of any and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part Each of the Borrower to be performed under this Agreement following items or any other Transaction Document, including the punctual payment when due types of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the followingproperty, whether now owned or hereafter ownedacquired, now existing or arising (hereafter created and wherever located, is hereinafter referred to as a “Purchased Item” and all of them are collectively, the “CollateralPurchased Items”): : all Mortgage Loans, all rights under each Purchase Agreement (i) but not the obligations thereunder), all Pool ReceivablesInterest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (ii) as defined in Section 24(b)), all Related Security with respect Servicing Agreements relating to the Mortgage Loans and any other collateral pledged hereunder or otherwise relating to such Pool ReceivablesMortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (iiiissued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all Collections with respect servicing fees to which such Pool ReceivablesSeller is entitled and servicing and other rights relating to the Mortgage Loans, (iv) the Lock-Boxes and Collection all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all certificates and instruments, if any, monies from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinin the Collection Account, (v) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, Uniform Commercial Code as in effect from time to time evidencing LC Collateral Account relating to or constituting any and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property foregoing, and any and all replacements, substitutions, distributions on or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase proceeds of any Receivable as set forth in Section 3.3(a) and all of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

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

Security Interest. (a) As security 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 referred to be performed under this Agreement or as the ("Collateral"): all Mortgage Loans, all Underlying Obligations and all Affiliate Transfers, all Affiliate Transfer Documents and all Mortgage Loan Documents, including without limitation all promissory notes, all servicing records, servicing agreements and any other Transaction Documentcollateral pledged or otherwise relating to such Mortgage Loans, including the punctual payment when due of the Aggregate Capital together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all Interest in respect of the Loans claims and payments thereunder, all other Borrower Obligationsinsurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property or to any Affiliate Transfer or to any Underlying Obligation, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Partiesall purchase agreements or other agreements or contracts (other than Interest Rate Protection Agreements, a continuing security interest inwhich are expressly excluded herefrom), relating to, constituting, or otherwise governing, any or all of the Borrower’s right, title foregoing to the extent they relate to the Mortgage Loans including the right to receive principal 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 payments with respect to the Purchased Mortgage Loans and the right to enforce such Pool Receivablespayments, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts any funds on deposit therein, in Collection Accounts to the extent such funds represent proceeds from the Mortgage Loans (as defined in the Pooling and all certificates and instrumentsServicing Agreement), if any, from time all Pledged Certificates evidencing any or all of the Mortgage Loans, the Pooling and Servicing Agreement as it relates to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinor constitutes any or all of the foregoing, (v) the LC Collateral Account and all amounts on deposit therein"general intangibles", "accounts", and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, "chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each paper" as defined in the UCC) Uniform Commercial Code relating to or constituting any and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property foregoing, all collateral under the Loan Agreement, any and all replacements, substitutions, distributions on or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase proceeds of any Receivable as set forth in Section 3.3(a) and all of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

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

Security Interest. (a) As collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans Seller hereunder or thereunder, whether for indemnification payments, principal and all other Borrower Excess Interest on the Cash Secured Advances, Yield, Capital, Reimbursement Obligations, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks (including the L/C Bank) and the Investor Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks (including the L/C Bank) and the Investor Agents, a continuing security interest in, all of the BorrowerSeller’s right, title and interest in, in and to and under all of the following, whether now or hereafter owned, existing or arising following (collectively, the “Collateral”): (A) the Originator Purchase Agreement and the Undertaking, including, without limitation, (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, (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, (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 or the Undertaking, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Boxes and Collection Deposit Accounts and all amounts on deposit therein, the funds deposited in such accounts and all certificates and instruments, if any, from time (D) to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of extent not included in the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitationforegoing, all goods (including inventory, equipment proceeds of any and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

Security Interest. (a) As security for To secure the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and Seller hereunder or thereunder, whether for indemnification payments, Yield, Capital, Fees, expenses or otherwise (all other Borrower Obligationsof the foregoing, collectively, the Borrower “Obligations”), the Seller hereby grants assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesBanks, and hereby grants to the Agent for its benefit and the ratable benefit of the Banks, a continuing security interest in, all of the BorrowerSeller’s right, title and interest in, in and to and under all of the following, whether now or hereafter owned, existing or arising following (collectively, the “Collateral”): (A) the Secondary Purchase Agreement, including, without limitation, (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Secondary 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 Secondary 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 Secondary Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Secondary Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder; (B) the Initial Purchase Agreement, including, without limitation, (i) all rights of the purchaser thereunder (which rights have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement) to receive moneys due or to become due under or pursuant to the Initial Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Initial Purchase Agreement (which interests of purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), (iii) all rights of the purchaser thereunder to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Initial Purchase Agreement (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), (iv) claims of the purchaser thereunder for damages arising out of or for breach of or default under the Initial Purchase Agreement (which claims and rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement); (C) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing; (D) the Lock-Boxes and Collection Deposit Accounts and all amounts on deposit therein, the funds deposited in such accounts; and all certificates and instruments, if any, from time (E) to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of extent not included in the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitationforegoing, all goods (including inventory, equipment proceeds of any and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

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

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 ObligationsObligations (as hereinafter defined), the Borrower hereby Pledgor pledges, assigns, sets over and delivers to the Secured Party, and grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Party a continuing security interest in, all of the Borrower’s Pledgor's right, title and interest in(whether now existing or hereafter created or acquired by the Pledgor) in (a) the Options held by Pledgor listed on Schedule I, to and including all rights arising under the agreements evidencing such Options, (b) all shares of Common Stock issuable upon the exercise of the followingOptions and the certificates representing all such shares (the "Company Shares"), whether now or hereafter owned(c) 30,000 shares of common stock of Milkhaus and the certificates representing all such shares listed on Schedule I hereto (the "Milkhaus Shares" and, existing or arising (collectivelytogether with the Company Shares, the “Collateral”): (i) all Pool Receivables"Pledged Stock"), (iid) subject to Section 8, all Related Security with respect to such Pool Receivablespayments of principal or interest, (iii) all Collections with respect to such Pool Receivablesdividends, (iv) the Lock-Boxes cash, instruments and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, other property from time to time evidencing such Lock-Boxes received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (b) and Collection Accounts and amounts on deposit therein(c), (ve) subject to Section 8, all rights and privileges of the LC Collateral Account Pledgor with respect to the securities and all amounts on deposit thereinother property referred to in clauses (b), (c) and (d) above, and (f) all certificates and instruments, if any, from time proceeds of any of the foregoing (the items referred to time evidencing LC Collateral Account and amounts on deposit thereinin clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Secured Party, (via) all rights any stock certificates or other securities now or hereafter included in the Collateral (but none the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the obligations) of Secured Party and by such other instruments and documents as the Borrower under the Purchase Secured Party may reasonably request and Sale Agreement, (viib) all other personal and fixture property or assets comprising part of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor be accompanied by proper instruments of assignment duly executed by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements Pledgor and such other instruments or documents as the Secured Party may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. If Borrower delivers a certificate (the "Excess Certificate") for more than 30,000 Milkhaus Shares to the Secured Party, Borrower shall reasonably request have the right at any time to evidence deliver or cause to be delivered a certificate for 30,000 Milkhaus Shares in exchange for such terminationExcess Certificate, together with stock powers duly executed in blank or other instruments of transfer satisfactory to the Secured Party.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentGuaranteed Obligations, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Seller Guaranty and all other Borrower Seller Obligations, the Borrower Seller hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in, in and lien upon all property and assets of the Borrower’s right, title and interest in, to and under all of the followingSeller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Pool Unsold Receivables, (ii) all Related Security with respect to such Pool Unsold Receivables, (iii) all Collections with respect to such Pool Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (viivi) all other personal and fixture property or assets of the Borrower Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all 124 payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for To secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentObligations when due, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Silicon a continuing security interest in, in all of the Borrower’s 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 General Intangibles (collectively, the “Collateral”): (i) including without limitation all Pool Receivables, (ii) intellectual property); all Related Security with respect to such Pool Receivables, (iii) Investment Property; all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes other property; and Collection Accounts 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 Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) security for any of the LC Collateral Account and all amounts on deposit thereinabove, and all certificates substitutions and instrumentsreplacements for, if anyadditions, from time to time evidencing LC Collateral Account accessions, attachments, accessories, and amounts on deposit thereinimprovements to, and proceeds (viincluding proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedsabove, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Borrower's books relating to any and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effectabove. NOTWITHSTANDING THE FOREGOING, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementTHE SECURITY INTEREST GRANTED HEREIN DOES NOT EXTEND TO AND THE TERM "COLLATERAL" DOES NOT INCLUDE ANY LICENSES WHERE BORROWER IS THE LICENSEE TO THE EXTENT THAT (I) THE GRANTING OF A SECURITY INTEREST THEREIN WOULD BE CONTRARY TO APPLICABLE LAW, OR (II) THAT SUCH RIGHTS ARE NON-ASSIGNABLE BY THEIR TERMS (BUT ONLY TO THE EXTENT SUCH PROHIBITION IS ENFORCEABLE UNDER APPLICABLE LAW, INCLUDING THE CODE). 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 AgreementEXCEPT AS DISCLOSED ON THE SCHEDULE ATTACHED HERETO, the CollateralBORROWER REPRESENTS AND WARRANTS TO SILICON THAT IT IS NOT A PARTY TO, in the case of clause (i)NOR IS IT BOUND BY, or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.ANY SUCH LICENSE OR OTHER AGREEMENT. BORROWER SHALL AT ALL TIMES USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE LICENSE AND OTHER AGREEMENTS THAT ARE MATERIAL TO ITS BUSINESS TO PERMIT THE GRANT BY BORROWER OF A SECURITY INTEREST THEREIN TO SILICON

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction DocumentGuaranteed Obligations, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans Seller Guaranty and all other Borrower Seller Obligations, the Borrower Seller hereby grants to the Administrative Agent Agent, for its benefit and 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 lock-boxes and Lock-Boxes and Collection Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such lock-boxes and Lock-Boxes and Collection Box Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower Seller under the Purchase and Sale Agreement, ; (viivi) all other personal and fixture property or assets of the Borrower Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viiivii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.758444419 21691544 38

Security Interest. (a) As collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due to the Investors, the Banks, the Investor Agents and the Program Agent hereunder of all obligations of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a continuing security interest in, all of the Borrower’s Seller's right, title and interest inin and to: (A) the Originator Purchase Agreement and the Parent Undertaking, to and under all of the followingincluding, whether now or hereafter ownedwithout limitation, existing or arising (collectively, the “Collateral”): (i) all Pool Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to such agreements, (ii) all Related Security with respect security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to such Pool Receivablesagreements, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Pool Receivablesagreements, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under such agreements, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all amounts on deposit thereinother assets, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities instruments and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Box Accounts, the related lock-boxes and the Program Agent Account and (viiiD) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationforegoing.

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

Security Interest. (a) As Grantor hereby grants and assigns to Beneficiary as of the "Effective Date" a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Grantor now or at any time hereafter owned, existing or arising has any interest (collectively, the “"Collateral”"): (i) all Pool ReceivablesAll goods, (ii) all Related Security with respect to such Pool Receivablesbuilding and other materials, (iii) all Collections with respect to such Pool Receivablessupplies, (iv) the Lock-Boxes work in process, equipment, machinery, fixtures, furniture, furnishings, signs and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligationswherever situated, money, any other contract rights which are or rights are to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each be incorporated as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of fixtures into (i) the Final Payout Date 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 repurchase of Improvements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents generated by the Subject Property (to the extent, if any, they are not subject to Article III); all insurance policies providing coverage against damage to the Subject Property or any Receivable as set forth in Section 3.3(a) other Collateral and any insurance and condemnation awards and proceeds resulting from any damage to or taking of the Purchase Subject Property or other Collateral; all permits, consents, approvals, licenses, authorizations and Sale Agreementother rights granted by, the Collateralgiven by or obtained from, in the case of clause (i), or the applicable Receivable and any Related Security solely governmental entity with respect to such Receivablethe Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, in drawings and specifications relating to the case of clause (ii), shall be automatically released from the lien created herebySubject Property; and together with all replacements and proceeds of, and this Agreement additions and accessions to, any of the foregoing and all obligations (other than those expressly stated books, records and files relating to survive such termination) any of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, foregoing. As to 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 Borrowerabove described personal property which is or which hereafter becomes a "fixture" under applicable law, this Deed of Trust constitutes a fixture filing under the Administrative Agent shall deliver Uniform Commerce Code of the state in which the Subject Property is located, as amended or recodified from time to time (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"UCC").

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

Security Interest. (a) As collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of the Aggregate Capital and all Interest in respect obligations of the Loans and all other Borrower ObligationsSeller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Borrower Seller hereby grants assigns to the Administrative Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a continuing security interest in, all of the BorrowerSeller’s right, title and interest inin and to (A) the 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 Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under such agreements, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all amounts on deposit thereinother assets, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsinstruments, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Box Accounts and the Cure Account and (D) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In the event that (i) an Intermediate SPV shall purchase or 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 repurchase price for such Receivable in accordance with such Section 2.04(b) and (viiiiii) all the proceeds ofof 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 all amounts received or receivable under any or all ofis hereby automatically, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationreleased.

Security Interest. (a) As security for the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower Pledgor hereby pledges, grants and assigns to the Administrative Agent for its benefit Lender, and creates in the ratable benefit of the Secured Parties, Lender a continuing security interest inin and Lien on, all of the Borrower’s its right, title and interest in, to and under the Pledged Interests, whether now existing or hereafter acquired or arising, including, without limitation, (i) all of Pledgor's interest in the capital of the Companies and Pledgor's interest in all undistributed profits and distributions to which Pledgor shall at any time be entitled in respect of such Pledged Interests; (ii) all other payments, if any, due or to become due to Pledgor in respect of the Pledged Interests pursuant to the Articles of Incorporation or Bylaws, as applicable, whether as contractual obligations, damages, insurance proceeds or otherwise; (iii) all of Pledgor's rights, powers and remedies under the Articles of Incorporation or Bylaws, as applicable, as a member thereunder or arising from its ownership of the Pledged Interests pursuant thereto, whether now existing or hereafter arising or acquired, in, to and under the Articles of Incorporation or Bylaws, as applicable, including, without limitation, Pledgor’s rights to receive from time to time its share of profits, income, surplus, compensation, return of capital, distributions and other reimbursements and payments from the Companies (including, without limitation, specific properties of the Companies upon dissolution and otherwise); (iv) all of Pledgor's rights under the Articles of Incorporation or Bylaws, as applicable, as a member thereunder to manage the affairs of the Companies (including, without limitation, the power to sell, mortgage or otherwise deal with the property of the Companies), to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, execute, endorse or cash any checks or other payments, or other instruments or orders, to file any claims and to take any action that (in the opinion of Lender) may be necessary or advisable in connection with any of the foregoing; (v) any certificates representing the Pledged Interests, and all undistributed dividends, distributions, cash, instruments and other property or proceeds from time to time receivable in respect of or in exchange for any or all of the followingPledged Interests; (vi) any additional Equity Interests of or in the Companies from time to time acquired by Pledgor in any manner (which Equity Interests shall be deemed to be part of the Pledged Equity), whether now and the certificates representing such additional Equity Interests, and all undistributed dividends, distributions, cash, instruments and other property or hereafter ownedproceeds from time to time receivable in respect of or in exchange for any or all of such Equity Interests; and (vii) any and all rents, existing or arising issues, profits, returns, income, allocations, distributions and proceeds of and from any and all of the foregoing (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

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

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

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary, as of the Effective Date, a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured PartiesObligations, a continuing security interest in, in all of the Borrower’s right, title and interest in, to and under all of the following, whether following described personal property in which Trustor now or at any time hereafter owned, existing or arising has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the real property described on Exhibit A attached hereto and incorporated by reference herein (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) extent the LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all rights (but none same are not effectively made a part of the obligations) real property pursuant to Section 1.1 above); together with all rents, issues, deposits and profits of the Borrower under the Purchase and Sale Agreement, (vii) Subject Property; all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)cash receipts, deposit accounts, securities accountsaccounts receivable, securities entitlements, letter of credit contract rights, commercial tort claimsgeneral intangibles, securities judgments, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and all other investment property, supporting obligations, moneycondemnation awards and proceeds, any other contract rights or rights to the payment of money, trade names, trademarks and service marks arising from or related to the Subject Property or any business now or hereafter conducted thereon by Trustor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of insurance claims premiums made by Trustor with respect to the Subject Property; all plans, drawings and proceedsspecifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all general intangibles other items of personal property (including all payment intangiblesof whatever kind or nature) (each as defined used in the UCCoperation of the Subject Property; all of the rights and interest of Trustor in and under all management agreements, franchise agreements and leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Trustor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Trustor in and to any interest rate protection agreement that may have been (viiior may hereafter be) entered into by Trustor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Trustor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all amounts received or receivable under books, records and files relating to any or all of, of the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect As to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s above described personal property which is or assets” which hereafter becomes a "fixture" under applicable law, this Deed of Trust constitutes a fixture filing under the Washington Uniform Commercial Code, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of time (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i"UCC"), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for (i) Business’s obligation to pay the performance Total Payment Amount and (ii)Business’s obligation to pay all other obligations and liabilities owed to Lender by the Borrower of all the terms, covenants and agreements on the part of the Borrower Business from time to be performed time under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital document or agreement now or hereafter entered into between Lender and all Interest in respect of the Loans and all other Borrower ObligationsBusiness (collectively, the Borrower “Secured Obligations”), Business hereby grants grants, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, Lender a continuing and unconditional lien on and security interest in, all of the Borrower’s right, title in and interest in, to and under all of the following, whether now owned or hereafter owned, existing acquired or arising and wherever located (collectively, the “Account Collateral”): (ia) the Business’s PayPal Account, any other PayPal account of the Business and all balances in such PayPal accounts; (b) all Pool Receivablesgeneral intangibles (as that term is defined in Article 9 of the Uniform Commercial Code as in effect in the State of Utah), (ii) all Related Security with respect payment intangibles, all rights to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinpayment, and all certificates other rights (whether arising under common law, statutes, regulations, or otherwise), of the Business, in each case, arising with respect to, or in connection with, the Business’s PayPal Account and/or any other PayPal account of the Business (c) all money, cash equivalents, and instrumentsother assets of the Business that now or hereafter come into the possession, if anycustody, or control of the Lender or PayPal (or any of their respective agents or designees); and (d) all of the proceeds (as such term is defined in the applicable UCC) and products, whether tangible or intangible, of any of the foregoing. In furtherance of the intentions of the parties hereto, this Agreement shall constitute written notice to all interested parties of Lxxxxx’s security interest in the Account Collateral. The Business acknowledges and agrees that so long as any of the Secured Obligations remain outstanding, the Business’s PayPal Account and any other PayPal account of the Business and any funds on deposit from time to time evidencing therein shall be under the sole dominion and control of Lender. Neither the Business nor any other person or entity, acting by, through or under the Business, shall have any control over the use of, or any right to withdraw any amount from such Lock-Boxes and Collection Accounts and amounts on deposit thereinPayPal accounts without the consent of Lender, (v) provided that Lender shall be deemed to have granted such consent until such time as the LC Collateral Account and all amounts on deposit thereinoccurrence of a default under this Agreement. In addition, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account and amounts on deposit therein, (vi) all Lender shall have the exclusive rights (but none i) to require that any bank or securities intermediary at which any Account Collateral may be located acknowledge Lender’s security interest in and control of the obligationsAccount Collateral for purposes of perfecting Lender’s security interest therein and (ii) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Borrower under Account Collateral to fulfill Business’s Secured Obligations herein. The security interest created in favor of Lender by this Agreement secures the Purchase payment and Sale Agreement, (vii) performance of all other personal and fixture property or assets of the Borrower present and future Secured Obligations of every kind and nature the Business under this Agreement and/or in respect of the Account (including, without limitation, all goods (including inventory, equipment reasonable attorney’s fees and expenses and any accessions thereto)interest, instruments (including promissory notes)fees, documentsor expenses that accrue after the filing of a bankruptcy or other insolvency proceeding, accounts, chattel paper (regardless of whether tangible allowed or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all allowable in whole or in part as a claim in such bankruptcy or other investment property, supporting obligations, money, insolvency proceeding) so long as any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such terminationObligations remain outstanding.