The Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of such Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable UCC, in each case prior in right to any other Lien, other than, subject to the Intercreditor Agreement, Permitted Liens.

Security Documents. At any time after the Closing Date, the Administrative Agent shall fail to have an Acceptable Security Interest in any material Collateral, except as a result of # a sale, transfer or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or # the Administrative Agent’s failure to maintain possession of any stock certificate, promissory note or other instrument delivered to it under the Security Documents;

Security Agreement. A Security Agreement, dated as of the Closing Date, executed by Borrower and the other Obligated Parties;

Security Interest. In consideration of and in order to secure the fulfillment, satisfaction, payment and performance of all of the Secured Obligations, each Grantor hereby assigns, pledges, hypothecates and sets over to the Bank, its successors and its assigns, and grants to the Bank, its successors and its assigns, a security interest in all of the Collateral.

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 Documents. If the Guaranty and Security Agreement, Pledge Agreement, or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral covered thereby, except # as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, # with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $500,000, or # as the result of an action or failure to act on the part of Agent or any Lender;

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 Interests. The Servicer shall, at the direction of the Borrower, the Administrative Agent or a Lender, take any action reasonably necessary to preserve and protect the security interests of the Borrower and the Secured Parties in the Receivables and the other Collateral, including any action specified in any Opinion of Counsel delivered to the Servicer.