Priority of Security Interest. Each Co-Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If a Co-Borrower shall acquire a commercial tort claim, such Co-Borrower shall promptly notify Bank in a writing signed by such Co-Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

Investor Abandonment; Priority of Security Interest. (i) Agent and ​ determine in their good faith business judgment that it is the clear intention of Borrower’s investors to not continue to fund Borrower in the amounts and timeframe necessary to enable Borrower to satisfy the Obligations as they become due and payable; or # there is a material impairment in the priority of Agent’s or ​’ security interest in the Collateral..

Grant of First-Priority Security Interest. As security for the prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of any and all of the Obligations and the due performance and compliance by the Borrower with all of the terms, conditions, and agreements to be performed and complied with by it under and pursuant to the terms of the Credit Agreement and the other Financing Documents, the Borrower hereby acknowledges and confirms the pledge, collateral assignment, hypothecation, and granting of a first-priority security interest to the Lender (including as agent for the Secured Swap Providers), pursuant to the Security Agreement, in all of its right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising (collectively, the “Account Collateral”):

SECURITY INTEREST. To secure the prompt payment and performance to [[Organization B:Organization]] of all of the Obligations, [[Organization A:Organization]] hereby grants to [[Organization B:Organization]] a continuing security interest in the Collateral. [[Organization A:Organization]] is not authorized to sell, assign, transfer or otherwise convey any Collateral without [[Organization B:Organization]]’s prior written consent, except for the sale of finished inventory in the [[Organization A:Organization]]’s usual course of business. [[Organization A:Organization]] agrees to sign any instruments and documents requested by [[Organization B:Organization]] to evidence, perfect, or protect the interests of [[Organization B:Organization]] in the Collateral. [[Organization A:Organization]] agrees to deliver to [[Organization B:Organization]] the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. [[Organization A:Organization]] shall not grant or permit any lien or security in the Collateral or any interest therein other than Permitted Liens.

Security Interest. Evidence that all other actions necessary or, in the opinion of [[Organization B:Organization]], desirable to perfect and protect [[Organization B:Organization]]’s interest in the Purchased Assets and other Repurchase Assets have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1.

Security Interest. On each Purchase Date, [[Organization C:Organization]] hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in [Section 20] for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event [[Organization C:Organization]] hereby pledges to [[Organization B:Organization]] as security for the performance by [[Organization C:Organization]] of the Obligations and hereby grants, assigns and pledges to [[Organization B:Organization]] a fully perfected first priority security interest in:

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 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 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.

Continuing Security Interest. Any and all of the Bank’s rights with respect to the security interests hereunder shall continue unimpaired, and the Grantors shall be and remain obligated in accordance with the terms hereof, notwithstanding the release or substitution of any Collateral at any time or of any rights or interests therein, or any delay, extension of time, renewal, compromise or other indulgence granted by the Bank in reference to any of the Secured Obligations, or any promissory note, draft, bill of exchange or other instrument or Credit Document given in connection therewith, the Grantors hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if the Grantors had expressly agreed thereto in advance.