Common use of Cross-Collateralization Clause in Contracts

Cross-Collateralization. (1) With respect to an Obligor under a Purchased Loan, the Seller may be, or may become, a lender to such Obligor under another standalone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Loan that shares such Common Trust Collateral have been paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyer, Issuer, or any Third Party Financier shall have any obligation to protect or preserve the rights of the Seller in such Common Trust Collateral; and (iv) the Seller shall not sell or assign any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan).

Cross-Collateralization. (1) With respect to an Obligor The Collateral also secures the Obligations of Borrower under a Purchased the Additional Credit Facility, the Inventory Loan, and the Tranche C Facility. Upon repayment of this Loan and the satisfaction by Borrower of all of the Obligations under this Loan, the Seller may beCollateral shall continue to secure the Additional Credit Facility, or may become, a lender to such Obligor under another standalone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Inventory Loan and Non-Trust the Tranche C Facility, as provided in the documents evidencing and securing the Additional Credit Facility, the Inventory Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being Tranche C Facility. Borrower further acknowledges and agrees that upon repayment in full of the “Common Non-Trust Collateral”)Heller Facility and/or the Sovereign Facility, and/or Agent's security inter▇▇▇ ▇▇ the collateral securing such facilities shall automatically become a Non-Trust Loan may also purport to be secured by first priority security interest securing the equipment purchased with Borrower's Obligations hereunder and under the proceeds of a Purchased Loan (such equipment Additional Credit Facility, the Tranche C Facility and the Proceeds thereof being Inventory Facility and Borrower shall take such steps as Agent may request to deliver such collateral to Agent and to confirm Agent's first priority security interest therein. Notwithstanding the “Common Trust Collateral”). In addition, foregoing: (a) when the Term Loan Component and the Inventory Loan are paid in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateralfull, the “Common Other Collateral”). The Common Non-Trust Collateral, Additional Resort Collateral shall be released from the Common Trust Collateral and Lien of the Common Other Collateral are referred security interest granted to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor Agent hereunder provided: (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, an Event of Default has not occurred; and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right Additional Resort Collateral is also released from any lien granted to realize upon such Common Trust Collateral or exercise its rights under Sovereign pursuant to the Non-Trust Sovereign Documents; (b) when both the Term Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Component and the Inventory Loan that shares such Common Trust Collateral have been are paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyerthe Silverleaf Finance I, Issuer, or any Third Party Financier Inc. Stock shall have any obligation to protect or preserve be released from the rights Lien of the Seller in such Common Trust Collateralsecurity interest granted to Agent hereunder provided: (i) an Event of Default has not occurred; and (ivii) the Seller shall not sell or assign Silverleaf Finance I, Inc. Stock is also released from any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral lien granted to secure the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate Sovereign pursuant to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)Sovereign Documents.

Cross-Collateralization. (1) With respect Without limitation to any other right or remedy provided to Lender in this Agreement or any of the other Loan Documents, Borrower acknowledges and agrees that, to the full extent permitted under applicable law, upon the occurrence of an Obligor under a Purchased Loan, the Seller may be, or may become, a lender to such Obligor under another standalone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds Event of that loan. In certain circumstances, a Purchased Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor Default (i) Lender shall have the security interest right to pursue all of its rights and remedies in such Common Trust Collateral granted one proceeding, or separately and independently in separate proceedings which it, as Lender, in its sole and absolute discretion, shall determine from time to the Seller pursuant to any other Non-Trust Loan istime, and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) Lender is not required to either mars▇▇▇▇ ▇▇▇ets, sell Collateral in any inverse order of alienation, or be subjected to any "one action" or "election of remedies" law or rule, (iii) the Seller exercise by Lender of any remedies against any Collateral will not impede Lender from subsequently or simultaneously exercising remedies against any other Collateral, (iv) all Liens and other rights, remedies and privileges provided to Lender in this Agreement and in the other Loan Documents or otherwise shall have no legal right remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and all Collateral has been foreclosed, sold and/or otherwise realized upon and (v) each Facility shall be security for the performance of all of Borrower's obligations hereunder; provided, however, (i) so long as the Joint Venture Mortgage is outstanding, Lender shall be entitled to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Joint Venture Mortgage and the other Loan Documents executed by the Joint Venture only upon the occurrence of an "Event of Default" under the Joint Venture Mortgage; and (ii) with respect to such Common Trust Collateral any Leased Facility or the Joint Venture Facility, until the Subsidiary has acquired equity interests in any manner until all required payments the related Operator or the Joint Venture, Lender shall be limited in respect of any Purchased Loan that shares such Common Trust Collateral have been paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyer, Issuer, or any Third Party Financier shall have any obligation to protect or preserve the exercising its rights of the Seller in such Common Trust Collateral; and (iv) the Seller shall not sell or assign any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest deposits in such Common Nonthe Basic Carrying Costs Sub-Trust Collateral granted to secure Account and Capital Expense Sub-Account as described in the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee first sentence of the lien last paragraph of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust LoanSection 2.12(g).

Cross-Collateralization. (1) With respect to an Obligor The Collateral also secures the Obligations of Borrower under a Purchased Loanthe Additional Credit Facility and the Existing Credit Facilities. Upon repayment of this Loan and the satisfaction by Borrower of all of the Obligations, the Seller may be, or may become, a lender Collateral shall continue to such Obligor under another standalone commercial laundry equipment loan (secure the “Non-Trust Loan”). Each Purchased Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment Additional Credit Facility and the Proceeds thereof being Existing Credit Facilities, as provided in the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by documents evidencing and securing the equipment purchased with the proceeds of a Purchased Loan (such equipment Additional Credit Facility and the Proceeds thereof being Existing Credit Facilities. Borrower further acknowledges and agrees that upon repayment in full of the “Common Trust Collateral”)Heller Facility and/or the Sovereign Facility, Lender's security inte▇▇▇▇ ▇n the collateral securing such facilities shall automatically become a first priority security interest for securing the Borrower's Obligations hereunder and under the Additional Credit Facility and the Existing Credit Facilities and Borrower shall take such steps as Lender may request to deliver such collateral to Lender and to confirm Lender's first priority security interest therein. In addition, Notwithstanding the foregoing: (a) when the term loan component of the Additional Credit Facility and the Existing Credit Facilities and the Loan are paid in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateralfull, the “Common Other Collateral”). The Common Non-Trust Collateral, Additional Resort Collateral shall be released from the Common Trust Collateral and Lien of the Common Other Collateral are referred security interest granted to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor Lender hereunder provided: (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, an Event of Default has not occurred; and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right Additional Resort Collateral is also released from any lien granted to realize upon such Common Trust Collateral or exercise its rights under Sovereign pursuant to the Non-Trust Sovereign Documents; and (b) when both the term loan component of the Additional Credit Facility and the Existing Credit Facilities and the Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Loan that shares such Common Trust Collateral have been are paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyerthe Silverleaf Finance I, IssuerInc., or any Third Party Financier Stock shall have any obligation to protect or preserve be released from the rights Lien of the Seller in such Common Trust Collateralsecurity interest granted to Lender hereunder provided: (i) an Event of Default has not occurred; and (ivii) the Seller shall not sell or assign Silverleaf Finance I, Inc., Stock is also released from any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral lien granted to secure the Purchased Loan and hereby assigned Sovereign pursuant to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)Sovereign Documents."

Cross-Collateralization. (1) With respect to an Obligor under a Purchased Equipment Loan, the Seller may be, or may become, a lender to such Obligor under another standalone stand alone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Equipment Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Equipment Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Equipment Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Equipment Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, and shall be, junior and subordinate to the security interest created to secure the Purchased Equipment Loan; (ii) the Seller shall have no legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Equipment Loan that shares such Common Trust Collateral have been paid in full; and (iii) in realizing upon such Common Trust Collateral, none of Buyer, Issuer, or any Third Party Financier shall have any obligation to protect or preserve the rights of the Seller in such Common Trust Collateral; and (iv) the Seller shall not sell or assign any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Equipment Loan and hereby assigned to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Equipment Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Equipment Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Trust Loan and Non-Trust Loan).

Cross-Collateralization. (1) With respect to an Obligor The Collateral also secures the Obligations of Borrower under a Purchased the Existing Credit Facilities. Upon repayment of this Loan and the satisfaction by Borrower of all of the Obligations under this Loan, the Seller may beCollateral shall continue to secure the Existing Credit Facilities, or may become, a lender to such Obligor under another standalone commercial laundry equipment loan (as provided in the “Non-Trust Loan”)documents evidencing and securing the Existing Credit Facilities. Each Purchased Loan and Non-Trust If this Loan is secured by paid in full, any Collateral remaining thereafter shall remain Collateral for the equipment purchased with other Existing Credit Facilities. Borrower further acknowledges and agrees that upon repayment in full of the proceeds of that loanHeller Facility and/or the Sovereign Facility, Lender's security inte▇▇▇▇ ▇n the collateral securing such facilities shall automatically become a first priority security interest securing the Borrower's Obligations hereunder and under the Existing Credit Facilities and Borrower shall take such steps as Lender may request to deliver such collateral to Lender and to confirm Lender's first priority security interest therein. In certain circumstances, a Purchased Notwithstanding the foregoing: (a) when the Term Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment Component and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Inventory Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, are paid in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateralfull, the “Common Other Collateral”). The Common Non-Trust Collateral, Additional Resort Collateral shall be released from the Common Trust Collateral and Lien of the Common Other Collateral are referred security interest granted to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor Lender hereunder provided: (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, an Event of Default has not occurred; and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right Additional Resort Collateral is also released from any lien granted to realize upon such Common Trust Collateral or exercise its rights under Sovereign pursuant to the Non-Trust Sovereign Documents; and (b) when both the Term Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Component and the Inventory Loan that shares such Common Trust Collateral have been are paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyerthe Silverleaf Finance I, IssuerInc., or any Third Party Financier Stock shall have any obligation to protect or preserve be released from the rights Lien of the Seller in such Common Trust Collateralsecurity interest granted to Lender hereunder provided: (i) an Event of Default has not occurred; and (ivii) the Seller shall not sell or assign Silverleaf Finance I, Inc., Stock is also released from any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral lien granted to secure the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate Sovereign pursuant to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)Sovereign Documents."

Cross-Collateralization. (1) With respect to an Obligor The Collateral also secures the Obligations of Borrower under a Purchased the Existing Credit Facilities. Upon repayment of this Loan and the satisfaction by Borrower of all of the Obligations under this Loan, the Seller may beCollateral shall continue to secure the Existing Credit Facilities, or may become, a lender to such Obligor under another standalone commercial laundry equipment loan (as provided in the “Non-Trust Loan”)documents evidencing and securing the Existing Credit Facilities. Each Purchased Loan and Non-Trust If this Loan is secured by paid in full, any Collateral remaining thereafter shall remain Collateral for the equipment purchased with other Existing Credit Facilities. Borrower further acknowledges and agrees that upon repayment in full of the proceeds of that loan▇▇▇▇▇▇ Facility and/or the Sovereign Facility, Lender's security interest in the collateral securing such facilities shall automatically become a first priority security interest securing the Borrower's Obligations hereunder and under the Existing Credit Facilities and Borrower shall take such steps as Lender may request to deliver such collateral to Lender and to confirm Lender's first priority security interest therein. In certain circumstances, a Purchased Notwithstanding the foregoing: (a) when the Term Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment Component and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Inventory Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, are paid in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateralfull, the “Common Other Collateral”). The Common Non-Trust Collateral, Additional Resort Collateral shall be released from the Common Trust Collateral and Lien of the Common Other Collateral are referred security interest granted to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor Lender hereunder provided: (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, an Event of Default has not occurred; and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right Additional Resort Collateral is also released from any lien granted to realize upon such Common Trust Collateral or exercise its rights under Sovereign pursuant to the Non-Trust Sovereign Documents; and (b) when both the Term Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Component and the Inventory Loan that shares such Common Trust Collateral have been are paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyerthe Silverleaf Finance I, IssuerInc., or any Third Party Financier Stock shall have any obligation to protect or preserve be released from the rights Lien of the Seller in such Common Trust Collateralsecurity interest granted to Lender hereunder provided: (i) an Event of Default has not occurred; and (ivii) the Seller shall not sell or assign Silverleaf Finance I, Inc., Stock is also released from any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral lien granted to secure the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate Sovereign pursuant to the security interest therein created by the Non-Trust LoanSovereign Documents; (iic) BuyerWHEN THE TERM LOAN COMPONENT, as assignee of the lien of the SellerTHE REVOLVING LOAN COMPONENT AND THE INVENTORY LOAN ARE PAID IN FULL, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in fullTHE SILVERLEAF FINANCE II STOCK AND THE SILVERLEAF FINANCE II SUBORDINATED NOTE SHALL BE RELEASED FROM THE LIEN OF THE SECURITY INTEREST GRANTED TO TFC HEREUNDER PROVIDED: (I) AN EVENT OF DEFAULT HAS NOT OCCURRED; and AND (iiiII) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust CollateralTHE SILVERLEAF FINANCE II STOCK AND THE SILVERLEAF FINANCE II SUBORDINATED NOTE ARE ALSO RELEASED FROM ANY LIEN GRANTED TO SOVEREIGN PURSUANT TO THE SOVEREIGN DOCUMENTS." 22. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)USE OF PROCEEDS/MARGIN STOCK.

Cross-Collateralization. (1) With respect to an Obligor under a Purchased Loanthe Loans that will be sold hereunder to ALER, or by the Seller to the Issuer under the Pooling and Servicing Agreement, ALS may be, be or may become, become a lender to such Obligor under another standalone stand alone commercial laundry equipment loan (the “"Non-Trust Loan”"). Each Purchased Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of related to that loan. In certain circumstances, circumstances a Purchased Loan may also purport to my be secured by cross collateralized with the equipment purchased with the proceeds of and other collateral related to a Non-Trust Loan (such equipment and the Proceeds thereof being the “"Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Loan ") and a Non-Trust Loan may have competing security interests in or also purport be cross collateralized with the equipment and collateral related to be secured by collateral other than a Loan (the "Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”"). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Trust Collateral are referred to herein together as the “"Common Collateral.” (2) The Seller " ALS agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted to the Seller ALS pursuant to any other Non-Trust Loan is, is and shall be, be junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller ALS shall have no legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased such Loan that shares such Common Trust Collateral have been paid in fullpaid; and (iii) in realizing upon such Common Trust Collateral, none of Buyer, neither ALER nor the Issuer, or nor any Third Party Financier Beneficiaries shall have any obligation to protect or preserve the rights of the Seller ALS in such Common Trust Collateral; and (iv) the Seller shall not sell or assign any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer ALER agrees that with respect to each Loan loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Loan and hereby assigned to Buyer ALER is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) BuyerALER, as assignee of the lien of Issuer and the Seller, Beneficiaries shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its their rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in fullmade; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller ALS or its assignees shall have no obligation to protect or preserve the rights of BuyerALER, the Issuer or the Third Party Financier Beneficiaries in such Common Non-Trust Collateral. The proceeds ALS agrees that any successors or assigns of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the or with respect to any Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts Loans shall acquire such loans subject to the provisions of this Section 5.10 and shall by the Purchased Loan and Non-Trust Loan)provisions hereof be subject to the same.

Cross-Collateralization. (1a) With As a condition of the execution and delivery of the Master Agreement by ▇▇▇▇▇▇, the amounts owing under the Master Agreement are also being secured by and in the event of any Additional Mortgaged Property will be secured by, each Other Security Instrument granted by each Other Borrower and recorded against each of the other Mortgaged Properties (as defined in the Master Agreement). Notwithstanding the Allocable Facility Amount assigned to any of the Mortgaged Properties, Lender may recover an amount equal to the full amount due and owing under the Master Agreement in connection with the foreclosure or exercise of its remedies under this Instrument, and any such amount shall be applied as determined by Lender in its sole and absolute discretion. In the event of an Event of Default under the Master Agreement or any Other Security Instrument with respect to an Obligor under a Purchased Loanany one of the Mortgaged Properties, the Seller may beLender shall have the right, in its sole and absolute discretion, to exercise and perfect any and all rights in and under the Borrower Documents with regard to any or may becomeall of the other Mortgaged Properties. (b) The Borrower acknowledges that the Lender is unwilling to execute and deliver the Master Agreement unless the Borrower agrees that all of the Mortgaged Properties will be treated as a single project through the imposition of cross-collateralization, a lender cross-default and release provisions. (c) The Borrower hereby agrees and consents that as additional security to such Obligor under another standalone commercial laundry equipment loan the Lender, each of the Mortgaged Properties shall be subject to the lien of the Other Security Instrument for each of the other Mortgaged Properties, and that each of the Mortgaged Properties shall collateralize the other Mortgaged Properties as follows: all Mortgaged Property (as defined in the respective Other Security Instrument) for each of the Mortgaged Properties shall be considered part of the “Non-Trust LoanMortgaged Property” under this Instrument, and shall be collateral under this Instrument and the Borrower Documents. (d) In addition to the Mortgaged Property described on Exhibit A attached hereto, the Other Borrowers also own or will own additional Multifamily Residential Properties securing the loans evidenced by the Note pursuant to the terms of the Master Agreement. Such Multifamily Residential Properties securing the loans evidenced by the Note from time to time, together with the Mortgaged Property, are referred to herein collectively as the “Borrowers’ Projects.” As a condition of the loan to the Borrower and Other Borrowers (collectively, “Borrowers”) evidenced by the Note, the Note is also being secured by the other mortgages, deeds to secure debt and/or deeds of trust delivered to Lender by Borrowers with respect to the Master Agreement executed and delivered by such Borrowers to Lender, including any “Security Instrument” on any Additional Mortgaged Property added to the Collateral Pool (as defined in the Master Agreement) after the date hereof at the time of the substitution of another mortgaged property for a Mortgaged Property pursuant to the terms of the Master Agreement (collectively, the “Security Instruments”). Each Purchased Loan and Non-Trust Loan of the other Security Instruments is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are hereinafter referred to herein together as the an “Common CollateralOther Security Instrument.” (2) ” The Seller agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Loan that shares such Common Trust Collateral have been paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyer, Issuer, or any Third Party Financier shall have any obligation to protect or preserve the rights Other Security Instruments existing as of the Seller in such Common Trust Collateral; and (iv) the Seller shall not sell or assign any Non-Trust Loan or any Common Trust Collateral without the prior written consent date of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan this Instrument are identified on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)Schedule 1 attached hereto.

Cross-Collateralization. The mortgages and deeds of ----------------------- trust (1other than this Mortgage) With respect listed on Exhibit B attached hereto and made a --------- part hereof, as any of same may be amended, modified or supplemented from time to an Obligor under a Purchased Loantime, are collectively referred to for purposes of this Section 17(o) as the "Other Mortgages." This Mortgage, as it may be amended, modified or supplemented --------------- from time to time, together with the Other Mortgages, are collectively referred to for purposes of this Section 17(o) as the "Mortgages." The Obligations are --------- secured by, among other things, the Seller Mortgages, which encumber real and personal property in certain other States, as more particularly described in each of the Mortgages. The Obligations may bebe accelerated as provided in the Loan Documents. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, accelerate the Obligations and foreclose upon any one or more of the Mortgages or resort to any one or more of its other rights and remedies under any or all of the Mortgages and the other Loan Documents. Except as otherwise provided herein, all of the real and personal property conveyed and/or mortgaged by the Mortgages is security for the Obligations without allocation of any one or more of the parcels or portions thereof to any portion of the Obligations. Mortgagee may allocate the proceeds that it receives upon the exercise of its rights and remedies, including foreclosure, to payment of the Obligations as Mortgagee in its sole discretion may determine to be advisable pursuant to the terms of the Loan Documents. Mortgagee may proceed, at the same or different times, to foreclose the Mortgages or any one or more of them, by any proceedings appropriate in the state where any of the real property encumbered by one or more of the Mortgages lies, including private sale if permitted, and no event of enforcement taking place in any state, including without limiting the generality of the foregoing, any pending foreclosure, judgment or decree of foreclosure, foreclosure sale, rents received, possession taken, deficiency judgment or decrees, or judgment taken on the Obligations, shall in any way stay, preclude or bar enforcement of the Mortgages or any of them in any other state, and Mortgagee may becomepursue any or all of its remedies to the maximum extent permitted by applicable law pursuant to the terms of the Loan Documents until all of the Obligations and all other obligations now or hereafter secured by any or all of the Mortgages have been paid or discharged in full. Additionally, a lender and without limitation of any other provision of this Mortgage, if this Mortgage is foreclosed and the Mortgaged Property (or any part thereof) is sold pursuant to foreclosure or other proceedings, and if the proceeds of such Obligor under another standalone commercial laundry equipment loan sale (after application of such proceeds as provided in this Mortgage and the other Loan Documents) are not sufficient to pay the total sum of the Obligations then outstanding and any other amounts provided for by applicable law (the “Non-Trust Loan”"Balance Owed"). Each Purchased Loan , then, to the ------------ extent permitted by law, the Obligations shall not be satisfied to the extent of the Balance Owed, but such Obligations shall continue in existence and Non-Trust Loan is continue to be evidenced and secured by the equipment purchased with Loan Documents and the Mortgages. Subject to the requirements of applicable law, if Mortgagee shall acquire the Mortgaged Property as a result of any foreclosure or other sale (whether by bidding all or any portion of the Obligations or otherwise), the proceeds of such sale, to the extent permitted by law, shall not be deemed to include (and Mortgagor shall not be entitled to any benefit or credit on account of) proceeds of any subsequent sale of the Mortgaged Property by Mortgagee. Without limitation of any other provision hereof, Mortgagor further agrees that loan. In certain circumstancesif any of the Other Mortgages are foreclosed and sale is made of any of the property subject to any Other Mortgages, a Purchased Loan may also purport and if the proceeds of such sale (after application of such proceeds as provided for herein and after deducting all accrued and general and special taxes and assessments) are not sufficient to pay the Obligations and any other amounts provided for by applicable law, then, to the extent permitted by law, the Obligations then outstanding shall not be satisfied to the extent of the Balance Owed, but such Obligations shall continue in existence and continue to be evidenced and secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment Documents and the Proceeds thereof being Mortgages existing immediately prior to any such foreclosure, except such Mortgages foreclosed upon. No release of personal liability of any Person whatsoever and no release of any portion of the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in property now or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted hereafter subject to the Seller pursuant to any other Non-Trust Loan is, and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect lien of any Purchased Loan that shares such Common Trust Collateral have been paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyer, Issuer, or any Third Party Financier the Mortgages shall have any obligation to protect effect whatsoever by way of impairment or preserve the rights disturbance of the Seller in such Common Trust Collateral; and (iv) the Seller shall not sell lien or assign priority of any Non-Trust Loan or any Common Trust Collateral without the prior written consent other of the Administrative Agent. Buyer agrees that with respect to each Loan Mortgages or the unreleased properties encumbered by any of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate Mortgages, to the security interest therein created extent permitted by law. Any foreclosure or other appropriate remedy brought in any of the Non-Trust Loan; (ii) Buyerstates aforesaid may be brought and prosecuted as to any part of the security, as assignee of wherever located, without regard to the fact that foreclosure proceedings or other remedies have or have not been instituted elsewhere on any other property subject to the lien of the SellerMortgages. Neither Mortgagor nor any Person claiming by, through or under Mortgagor shall have no legal any right to realize upon marshal the assets, all such Common Non-Trust Collateral rights being hereby expressly waived as to Mortgagor and all Persons claiming by, through or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until Mortgagor, including, without limitation, junior lienors. Each of Mortgagor and all required payments in respect endorsers, guarantors and sureties of the Non-Trust Loan have been made in full; Obligations, hereby waives any and all rights arising because of payment or performance by Mortgagor of any Obligations (iiia) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve against any Person by way of subrogation of the rights of Buyer, Mortgagee or (b) against any Person obligated to pay or perform the Issuer Obligations or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared other obligations secured by the holders Other Mortgages by way of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)contribution, reimbursement or otherwise.

Cross-Collateralization. (1) With respect to an Obligor under a Purchased Loan, the Seller may be, or may become, a lender to such Obligor under another standalone commercial laundry equipment loan stand alone Equipment Loan which is part of the Collateral (each Equipment Loan sold under the “Non-Purchase Agreement, a "Trust ----- Loan”"). Each Purchased Equipment Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of related ---- to that loan. In certain circumstances, a Purchased circumstances an Equipment Loan may also purport to be secured by cross collateralized with the equipment purchased with the proceeds of and other collateral related to a Non-Trust Loan (such equipment and the Proceeds thereof being the “"Common Non-Trust Collateral”), and/or ") and a Non-Trust Loan may also purport to be secured by cross collateralized with ----------------------- the equipment purchased with the proceeds of a Purchased and collateral related to an Equipment Loan (such equipment the "Common Loan ----------- Collateral"). Each of the Agent and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2) The Seller Lenders agrees that with respect to each loan ---------- Equipment Loan of each such Obligor (i) the security interest in such Common Trust Collateral granted created by the Equipment Loan assigned to the Seller pursuant to any other Non-Trust Loan isAgent, and shall befor the benefit of the Lenders, is junior and subordinate to the security interest therein created to secure by the Purchased related Trust Loan; (ii) neither the Seller Agent nor the Lenders shall have no any legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Equipment Loan with in respect to of such Common Trust Collateral in any manner until all required payments in respect of any Purchased the related Trust Loan that shares such Common Trust Collateral have been paid in fullpaid; (iii) in realizing upon such Common Loan Collateral, neither the Agent nor the Lenders shall have any obligation to protect or preserve the rights of ALER, the Issuer, the Trust or the Beneficiaries (as such terms are defined in the Pooling and Servicing Agreement made as of November 28, 2000 by and among ALS, ALER and Alliance Laundry Equipment Receivables Trust 2000-A in such Common Loan Collateral; and (iv) in realizing upon such Common Trust Collateral, none of Buyerneither ALER, the Issuer, the Trust or any Third Party Financier the Beneficiaries shall have any obligation to protect or preserve the rights of the Seller Agent or the Lenders in such Common Trust Collateral; and (iv) the Seller shall not sell . Any successors or assign any Non-Trust Loan assigns of or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan any Equipment Loans shall acquire such loans subject to the provisions of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Loan and hereby assigned to Buyer is this Section 4.14 and shall by the provisions hereof be junior and subordinate subject to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)same.

Cross-Collateralization. (1) With respect to an Obligor The Collateral also secures the Obligations of Borrower under a Purchased the Additional Credit Facility, the Inventory Loan, and the Tranche C Facility. Upon repayment of this Loan and the satisfaction by Borrower of all of the Obligations under this Loan, the Seller may beCollateral shall continue to secure the Additional Credit Facility, or may become, a lender to such Obligor under another standalone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Inventory Loan and Non-Trust the Tranche C Facility, as provided in the documents evidencing and securing the Additional Credit Facility, the Inventory Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being Tranche C Facility. Borrower further acknowledges and agrees that upon repayment in full of the “Common Non-Trust Collateral”)▇▇▇▇▇▇ Facility and/or the Sovereign Facility, and/or Agent's security interest in the collateral securing such facilities shall automatically become a Non-Trust Loan may also purport to be secured by first priority security interest securing the equipment purchased with Borrower's Obligations hereunder and under the proceeds of a Purchased Loan (such equipment Additional Credit Facility, the Tranche C Facility and the Proceeds thereof being Inventory Facility and Borrower shall take such steps as Agent may request to deliver such collateral to Agent and to confirm Agent's first priority security interest therein. Notwithstanding the “Common Trust Collateral”). In addition, foregoing: (a) when the Term Loan Component and the Inventory Loan are paid in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateralfull, the “Common Other Collateral”). The Common Non-Trust Collateral, Additional Resort Collateral shall be released from the Common Trust Collateral and Lien of the Common Other Collateral are referred security interest granted to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor Agent hereunder provided: (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, an Event of Default has not occurred; and shall be, junior and subordinate to the security interest created to secure the Purchased Loan; (ii) the Seller shall have no legal right Additional Resort Collateral is also released from any lien granted to realize upon such Common Trust Collateral or exercise its rights under Sovereign pursuant to the Non-Trust Sovereign Documents; (b) when the Term Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Component and the Inventory Loan that shares such Common Trust Collateral have been are paid in full; (iii) in realizing upon such Common Trust Collateral, none of Buyerthe Silverleaf Finance I, Issuer, or any Third Party Financier Inc. Stock shall have any obligation to protect or preserve be released from the rights Lien of the Seller in such Common Trust Collateralsecurity interest granted to Agent hereunder provided: (i) an Event of Default has not occurred; and (ivii) the Seller shall not sell or assign Silverleaf Finance I, Inc. Stock is also released from any Non-Trust Loan or any Common Trust Collateral without lien granted to Sovereign pursuant to the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan of each such Obligor Sovereign Documents; (c) WHEN THE TERM LOAN COMPONENT, THE REVOLVING LOAN COMPONENT AND THE INVENTORY LOAN ARE PAID IN FULL, THE SILVERLEAF FINANCE II STOCK AND THE SILVERLEAF FINANCE II SUBORDINATED NOTE SHALL BE RELEASED FROM THE LIEN OF THE SECURITY INTEREST GRANTED TO AGENT HEREUNDER PROVIDED: (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Loan and hereby assigned to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust LoanAN EVENT OF DEFAULT HAS NOT OCCURRED; AND (iiII) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust CollateralTHE SILVERLEAF FINANCE II STOCK AND THE SILVERLEAF FINANCE II SUBORDINATED NOTE ARE ALSO RELEASED FROM ANY LIEN GRANTED TO SOVEREIGN PURSUANT TO THE SOVEREIGN DOCUMENTS." 27. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Loan and Non-Trust Loan)USE OF PROCEEDS/MARGIN STOCK.

Cross-Collateralization. (1) With respect to an Obligor under a Purchased Equipment Loan, the Seller may be, or may become, a lender to such Obligor under another standalone stand alone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Equipment Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Equipment Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Equipment Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Equipment Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2) The Seller agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted to the Seller pursuant to any other Non-Trust Loan is, and shall be, junior and subordinate to the security interest created to secure the Purchased Equipment Loan; (ii) the Seller shall have no legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Equipment Loan that shares such Common Trust Collateral have been paid in full; and (iii) in realizing upon such Common Trust Collateral, none of neither Buyer, Issuer, or nor any Third Party Financier shall have any obligation to protect or preserve the rights of the Seller in such Common Trust Collateral; and (iv) the Seller shall not sell or assign any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer agrees that with respect to each Loan loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Equipment Loan and hereby assigned to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Equipment Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, the Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Equipment Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Trust Loan and Non-Trust Loan). (3) Seller agrees to use its best efforts to cause any successors or assigns (including any pledgee) of, or with respect to, any Non-Trust Loans pursuant to an agreement entered into after the Closing Date to enter into a written agreement (of which the Indenture Trustee shall be a third party beneficiary) acknowledging that is acquiring such Non-Trust Loan subject to the provisions of this Section 5.1 and shall be bound by the provisions hereof. Any successor or assign (including any pledgee) of Seller who agrees in writing (and the Indenture Trustee shall be a third party beneficiary of such agreement) to be bound by the provisions of this Section 5.1 shall itself be entitled to the benefits of this Section 5.1 as a third party beneficiary. Buyer’s rights in the Related Security are subject to the provisions of Section 5.10 of the Purchase Agreement dated November 28, 2000 between Alliance Laundry Equipment Receivables LLC and Alliance Laundry Systems LLC. The provisions of this Section 5.1 are not intended to be binding on any successor, assign or pledgee that has not expressly acknowledged the provisions of this Section 5.1.

Cross-Collateralization. (1) With respect Borrower acknowledges and agrees that Lender’s decision to an Obligor under a Purchased Loanenter into this Loan Agreement is based on, among other things, the Seller may besecurity of having liens on the collective interest in the Secured Property, or may becomethe Loan B Secured Property, a lender to such Obligor under another standalone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment C Secured Property and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Loan D Secured Property (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateralcollectively, the “Common Other CollateralAggregate Secured Property”). The Common Non-Trust Collateral) and in reliance upon the aggregate of the Aggregate Secured Property taken together being of greater value as collateral security for the Aggregate Loan than the sum of the Secured Property, the Common Trust Collateral Loan B Secured Property, the Loan C Secured Property and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2) The Seller Loan D Secured Property taken separately. Borrower agrees that each of the Aggregate Loan Documents are and will be cross-collateralized and cross-defaulted with respect to each loan of each such Obligor other so that (i) an Event of Default under any of the security interest in such Common Trust Collateral granted to Aggregate Loan Documents shall constitute an Event of Default under any of the Seller pursuant to any other Non-Trust Aggregate Loan is, and shall be, junior and subordinate to the security interest created to secure the Purchased LoanDocuments; (ii) the Seller an Event of Default hereunder shall have no legal right to realize upon such Common Trust Collateral or exercise its rights constitute an Event of Default under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Loan that shares such Common Trust Collateral have been paid in fullAggregate Security Instruments; (iii) in realizing upon such Common Trust Collateral, none of Buyer, Issuer, or any Third Party Financier the Aggregate Security Instruments shall have any obligation to protect or preserve constitute security for the rights Note as if a single blanket lien were placed on all of the Seller in such Common Trust CollateralAggregate Secured Property as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. In furtherance of the Seller shall not sell or assign any Non-Trust Loan foregoing, notwithstanding anything to the contrary contained herein or any Common Trust Collateral without Loan Document, Borrower and Lender hereby agree that: (a) Concurrently herewith, Borrower shall execute the prior written consent Security Instrument, Borrower B shall execute the Loan B Security Instrument, Borrower C shall execute the Loan C Security Instrument and Borrower D shall execute the Loan D Security Instrument, which will grant Lender Group a lien on and security interest in the Aggregate Secured Property, as applicable, as security for the obligations of the Administrative Agent. Buyer agrees that Borrower Group with respect to each Loan the Aggregate Loan, as applicable, entitling Lender Group to, among other things, foreclose on the Aggregate Secured Property and apply the proceeds of such foreclosure to the payment of the amounts owing with respect to the Aggregate Loan. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to the marshalling of assets of Borrower, Borrower’s partners and others with interests in Borrower, and of each individual Aggregate Secured Property, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Aggregate Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender Group under the Aggregate Loan Documents to a sale of an individual Secured Property for the collection of the Obligations without any prior or different resort for collection or of the right of Lender to the payment of the Obligations out of the net proceeds of the Secured Property, the Loan B Secured Property, the Loan C Secured Property or the Loan D Secured Property in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Aggregate Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Aggregate Secured Property or require Lender Group to exhaust its remedies against any other individual Aggregate Secured Property or combination of the Aggregate Secured Property; and further in the event of such Obligor foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender Group, pursuant to the terms hereof, the foreclosure and sale either separately or together of any combination of the Aggregate Secured Property. (c) From and during the occurrence of an Event of Default, (i) Lender Group shall have the security interest in such Common Non-Trust Collateral granted right to secure pursue, without limitation, any and all remedies available under any and/or all of the Purchased Aggregate Security Instruments and the other Loan Documents and hereby assigned to Buyer is levy against all or any portion of the collateral held by Lender Group, and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyerall payments of principal, as assignee of the lien of the Seller, shall have no legal right to realize upon such Common Non-Trust Collateral interest and any and all other sums paid on or exercise its rights under the Purchased Loan with respect to such Common Non-Trust Collateral in the Loan (whether upon foreclosure of all or any manner until all required payments in respect part of the Non-Trust collateral for the Loan or other exercise of Lender’s rights or remedies) shall be applied to amounts owing with respect to the Loan in such proportions and with such priority as Lender shall determine in its sole discretion. (d) As more specifically set forth in this Section 10.29, the waivers set forth in this Section 10.29 are intended only to apply to rights or defenses which Borrower may have been made or assert in fullthe event that Borrower is held to be, or asserts that Borrower is, a surety of another in the Borrower Group. (i) Borrower acknowledges and agrees that (A) each borrower in the Borrower Group is an affiliate of the other borrowers in the Borrower Group, and (B) neither Borrower Group nor Lender Group, intends that any one of the Borrower Group be treated or held to be a surety or guarantor of the obligations of the others in the Borrower Group under the Aggregate Loan Documents except as otherwise set forth in the Aggregate Loan Documents. Notwithstanding the foregoing, if and to the extent that one borrower within the Borrower Group may be treated as or deemed to be a surety or held to have any of the rights, remedies or defense of a surety for the obligations of another borrower in the Borrower Group under the Aggregate Loan Documents, then Borrower Group, to the fullest extent permitted by law, hereby knowingly, voluntarily and irrevocably waives and agrees not to assert or take advantage of any such rights, remedies or defenses. (ii) Without limiting the generality of the foregoing provisions, the validity, priority and enforceability of the Aggregate Security Instruments shall not be impaired or otherwise affected by (A) any failure of Borrower (should any of the Borrower Group, in its individual capacity, be deemed to be a surety) to receive notice of any default in the payment or performance of any indebtedness or other obligations any of Borrower (in its individual capacity as an obligor under the Loan Documents) that are secured by the Aggregate Security Instruments; (B) any limitation on the personal liability of Borrower (in its individual capacity as an obligor under the Loan Documents) for any indebtedness or obligation secured by the Mortgage; (C) any failure of Borrower (should Borrower be deemed to be a surety) to receive notice of, or consent to, any extension, alteration, impairment or suspension of any indebtedness or other obligations that are secured by the Aggregate Security Instruments; (D) any failure of Borrower (should Borrower be deemed to be a surety) to receive notice of, or consent to, the release by Lender Group, of any other security for, or guaranty of, any indebtedness or obligations that are secured by the Aggregate Security Instruments; (E) any failure of Lender Group to enforce any other right or remedy, or to resort to any other security or guaranty, before enforcing Lender Group’s foreclosure, receivership and other remedies under any of the Aggregate Security Instruments; and (iiiF) any election of remedies by Lender Group, that impairs or destroys any right or remedy of Borrower (should Borrower be deemed to be a surety) against the Borrower Group (in its individual capacity treated as an obligor under the Aggregate Loan Documents) including any destruction of the right of Borrower (should Borrower be deemed to be a surety) to seek reimbursement from the Borrower Group (in its individual capacity treated as an obligor under the Aggregate Loan Documents) based on the principle of equitable subrogation as a result of Lender Group’s election to foreclose under the any of the Aggregate Security Instruments by a nonjudicial trustee’s sale. The continuing validity and enforceability of the covenants and waivers of Borrower (should any of the Borrower Group be deemed to be a surety) in realizing upon such Common Non-Trust Collateralthis Section 10.29 shall not be impaired or otherwise affected by any election of Lender Group, the Seller or in its assignees shall have no obligation discretion, to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds give any particular notice to Borrower (should any of the Common Other Collateral shall Borrower Group be shared by the holders deemed to be a surety) or to solicit any particular consent of Borrower (should any of the Purchased Loan and the Non-Trust Loan on Borrower Group be deemed to be a pro rata basis (based on relative outstanding principal amounts surety) that Lender Group is not obligated to give or solicit by reason of the Purchased Loan and Non-Trust Loan)provisions of this Section 10.29.

Cross-Collateralization. (1a) With respect to an An Obligor under a Purchased Loan, the Seller Equipment Loan may be, or may become, a lender to such an Obligor under another standalone commercial laundry equipment loan (the “Non-Trust an Unsold Equipment Loan”). Each Purchased Equipment Loan and Non-Trust each Unsold Equipment Loan is secured by the equipment purchased with the proceeds of that such loan. In certain circumstances, a Purchased Equipment Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust an Unsold Equipment Loan (such equipment and the Proceeds thereof being proceeds thereof, the “"Common Non-Trust Collateral”"), and/or a Non-Trust an Unsold Equipment Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Equipment Loan (such equipment and the Proceeds proceeds thereof being the “"Common Trust Collateral”"). In addition, in certain circumstances, a Purchased Equipment Loan and a Non-Trust an Unsold Equipment Loan may have competing security interests in or also purport to be secured by collateral other than that is neither Common Trust Collateral or nor Common Non-Trust Collateral (such other collateral, the “"Common Other Collateral”"). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.” (2b) The Seller OpCo Agent agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted to the Seller ALS pursuant to any other Non-Trust Unsold Equipment Loan (and any OpCo Interest therein) is, and shall be, junior and subordinate to the security interest created to secure the a Purchased Equipment Loan; (ii) it shall not, as assignee of the Seller shall lien of ALS, have no any legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Unsold Equipment Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Equipment Loan that shares such Common Trust Collateral have been paid made in full; and (iii) in realizing upon such Common Trust Collateral, none of Buyerthe Indenture Trustee, ALER, Issuer, or nor any Third Party Financier shall have any obligation to protect or preserve the rights of ALS, the Seller OpCo Agent or the OpCo Lenders in such Common Trust Collateral; and (iv) the Seller shall not sell or assign any Non-Trust Loan or any Common Trust Collateral without the prior written consent of the Administrative Agent. Buyer The Indenture Trustee agrees that with respect to each Loan loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to ALS to secure the Purchased Equipment Loan (and hereby assigned to Buyer any Warehouse Interest therein) is and shall be junior and subordinate to the security interest therein created by the Non-Trust Unsold Equipment Loan; (ii) Buyerit shall not, as assignee of the lien of the SellerALS, shall have no any legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Equipment Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Unsold Equipment Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, none of ALS, the Seller OpCo Agent or its assignees the OpCo Lenders shall have no any obligation to protect or preserve the rights of Buyerthe Indenture Trustee, ALER, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Unsold Equipment Loan and the Non-Trust Purchase Equipment Loan on a pro rata basis (based on relative outstanding principal amounts of the Purchased Equipment Loan and Non-Trust Unsold Equipment Loan).