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Guaranties and Security Documents
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Security Agreement. At the Closing, and each of the Subscribers will execute the Security Agreement in the form annexed hereto as Appendix C (the “Security Agreement”).

Restricted Security. SPV is aware that the sale of the 2024 Secured Notes has not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or under the securities laws of any country, state or province. Therefore, those securities cannot be resold without registration under the 1933 Act or unless an exemption from registration is available.

Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement, or property of any other person, firm, corporation, or other entity, then the Secured Parties shall have the right, in their sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Parties’ rights and remedies hereunder.

Security Interest. Merchant acknowledges that it is selling its Future Receivables to Purchaser and that, in accordance with Article 9 of the Uniform Commercial Code, such transaction constitutes either the sale of accounts or general intangibles. The Uniform Commercial Code denotes the seller of accounts or general intangibles as a debtor, and the buyer of accounts or general intangibles as a secured creditor. In order to secure Merchant’s full performance of its obligations under this Agreement, Merchant hereby grants to Purchaser (or one of its affiliates or assignees) a first priority, continuing security interest in and to all of Merchant’s present and future accounts receivable, chattel paper, deposit accounts, personal property, assets and fixtures, general intangibles, instruments, equipment, inventory wherever located, and proceeds now or hereafter owned or acquired by Merchant. Upon any Event of Default, Purchaser may exercise all remedies available to secured parties under the Uniform Commercial Code or any other applicable law. Merchant also consents to Purchaser’s creation and perfection of all instruments that Purchaser determines are reasonably necessary to perfect Purchaser’s rights under this security interest including, without limitation, a UCC-1 financing statement.

Security Deposit. Upon execution hereof by Subtenant, Subtenant shall deposit with Sublandlord the sum of One Hundred Thirty-Nine Thousand Four Hundred Seventy 06/100 Dollars ($139,470.06) (the “Security Deposit”), in cash, as security for the performance by Subtenant of the terms and conditions of this Sublease. If Subtenant fails to pay Rent or other charges due hereunder or otherwise defaults with respect to any provision of this Sublease, then Sublandlord may draw upon, use, apply or retain all or any portion of the Security Deposit for the payment of any Rent or other charge in default, for the payment of any other sum which Sublandlord has become obligated to pay by reason of Subtenant’s default, or to compensate Sublandlord for any loss or damage which Sublandlord has suffered thereby, including future rent damages under California Civil Code Section 1951.2, without prejudice to any other remedy provided herein or by law. Subtenant hereby waives the provisions of any law, now or hereafter in force, including, without limitation, California Civil Code Section 1951.7, that provides that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Subtenant, or to clean the Subleased Premises, it being agreed that Sublandlord, in addition, may claim those sums reasonably necessary to compensate Sublandlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Subtenant, including future rent damages following the termination of this Sublease. If Sublandlord so uses or applies all or any portion of the Security Deposit, then Subtenant, within ten (10) business days after demand therefor, shall deposit cash with Sublandlord in the amount required to restore the Security Deposit to the full amount stated above. Upon the expiration of this Sublease, if Subtenant is not in default, Sublandlord shall promptly return to Subtenant so much of the Security Deposit as has not been applied by Sublandlord pursuant to this Paragraph, or which is not otherwise required to cure Subtenant’s defaults. In lieu of the cash Security Deposit described above, the Security Deposit may be in the form of an irrevocable letter of credit (the "Letter of Credit"), issued to Sublessor, as beneficiary, in form and substance reasonably satisfactory to Sublessor, by a bank reasonably approved by Sublessor, in which case, the Letter of Credit shall serve as the Security Deposit under this Sublease and shall be held in accordance with and be subject to the terms of Section 21 of the Master Lease.

Security Deposit. Upon execution of this Lease, Tenant shall pay to Landlord the amount of Security Deposit specified in the Basic Lease Information. If Tenant fails to comply with respect to any provision of this Lease, Landlord may, but shall not be required to, use, apply or retain all or any part of the Security Deposit. In addition, and not by way of limitation, for purposes of this paragraph, in the event Tenant fails to comply with any of the Rules and Regulations set forth on Exhibit E or adopted hereafter, or if Tenant fails to maintain insurance coverage as specified in Exhibit B, Landlord may retain, in addition to any actual damages it incurs, $150.00 of the Security Deposit. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after demand therefor by Landlord, deposit with Landlord funds in an amount sufficient to restore the Security Deposit to the amount required to be maintained by Tenant. Within a reasonable period following expiration or the sooner termination of this Lease, provided that Tenant has performed all of its obligations hereunder, Landlord shall return to Tenant the remaining portion of the Security Deposit, if any. The Security Deposit may be commingled by Landlord with Landlord’s other funds, and no interest shall be paid thereon.

Security Interest. Except with respect to Government Receivables and the Provider Lockbox Account, subject to anti-assignment provisions of state or federal law, Provider hereby grants Manager a security interest in and a first priority lien on all of Provider’s assets (tangible and intangible), including its accounts, payment intangibles, deposit accounts, documents, equipment, general intangibles, instruments, inventory, investment property and any other assets (collectively, the “Collateral”) to secure the payment by Provider of all obligations and liabilities owed by Provider to Manager, including without limitation the Management Fee. Provider and PTG shall execute such further documents and instruments as may be deemed necessary or desirable by Manager, in Manager’s sole discretion, to effect the provisions of this section. Provider authorizes Manager without any further consent of Provider, at any time and from time to time, to file or record financing statements, amendments thereto, and other filings or documents with respect to the Collateral in such form as Manager determines to be appropriate to perfect or continue or maintain the perfection of the security interests granted under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor whether now existing or hereafter acquired” or similar words.

Security Deposits. All security deposits of Tenants, whether held in cash or any other form, # shall be held in compliance with all Legal Requirements, # shall be held in a separate account than ’s Operating Account and # shall not be commingled with any other funds of . During the continuance of an Event of Default, shall, upon ’s request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be paid over to , to be held (in a separate Account) subject to the terms of the Leases until no Event of Default is continuing. Any bond or other instrument which is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements # shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, # shall be issued by an institution reasonably satisfactory to , # shall, if permitted pursuant to any Legal Requirements, name as payee or mortgagee thereunder (or at ’s option, be fully assignable to ), and # shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to . shall, upon request, provide with evidence satisfactory to of ’s compliance with the foregoing.

The Distributor, at its own cost and expense, shall use all reasonable commercial efforts to develop and exploit the maximum sales for the entire line of the Products in the Territory. This covenant to use all reasonable commercial efforts shall include without limitation the following obligations:

Security Deposits. All existing security deposits for utilities such as telephone, water, electric, etc. will remain the property of Sellers, to be refunded to Sellers by the respective utility companies in accordance with their policies. Purchaser will make such new deposits as said companies may require. Sellers will be responsible for payment of utility charges up to closing date. Purchaser will be responsible for all such charges accruing after closing date.

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