Moctezuma Mexican Grill LLC

"all accounts receivable, other rights of payment of Borrower, and payments made to Borrower, however made, including, but not limited to, payments by cash, check, ACH, wire transfer or other electronic transfer, and Payment Card Receipts, in each case, arising out of the sale of goods and services by Borrower, together with all proceeds, including cash proceeds, of such receivables, rights of payment, and payments, now existing or hereafter created"

All of Debtor's present and future accounts, chattel paper, deposit accounts, documents, personal property, general intangibles, instruments, equipment (including assets and fixtures), inventory and proceeds, each as defined in Article 9 of the Uniform Commercial Code, whether now or hereafter owned or acquired by Debtor and wherever located, and all proceeds of any such property. Secured Party holds a first priority continuing security interest in the foregoing collateral. NOTICE PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE COLLATERAL DESCRIBED HEREIN. THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH THE SECURED PARTY'S RIGHT BY SUCH ENCUMBRANCER IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR'S, ACCOUNTS, CHATTEL PAPER OR GENERAL INTANGIBLES CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY.

ALL BUSINESS ASSETS NOW OWNED AND HEREAFTER ACQUIRED, INCLUDING BUT NOT LIMITED TO ACCOUNTS, ACCOUNTS RECEIVABLE, PROCEEDS, CONTRACTS, CONTRACT RIGHTS, COPYRIGHT INTERESTS, INVENTORY, PRODUCTS, SUPPLIES, FURNITURE, FIXTURES AND EQUIPMENT.

Loan Number: 202510684 Business Assets: All business assets including inventory, accounts and other rights to payments, chattel paper, general intangibles, equipment, furnishings, furniture and fixtures. Any term used in this Agreement is as defined by the Uniform Commercial Code and further as modified or amended by the laws of the jurisdiction which governs this transaction. Together with all improvements, replacements, and additions to the above property, whether now owned or acquired by Borrower after the date of this Agreement, wherever located, whether in the possession of Borrower or any other person and whether located on Borrower's property or elsewhere, including without limitation all security, guaranties, warranties, indemnity agreements, insurance policies, supporting obligations and other agreements pertaining to the same or the property described in other agreements.

All of the following property now owned or existing or hereafter acquired by the Debtor or by Debtor with spouse, wherever located: all accounts; inventory; equipment; fixtures; instruments; documents; chattel paper; investment property; deposit accounts; letter of credit rights and all accessions to, replacements of and substitutions for and all supporting obligations, products and proceeds of any of the foregoing in whatever form; and all books, records and data relating to any of the foregoing in whatever form; together with Debtors right title and interest in and to all software required to utilize, create, maintain and process such records or data on electronic media. Other than the sale or lease of inventory in the ordinary course of Debtors business, the purchase by or pledge to another person of any of described collateral violates the rights of the Secured Party. Any receipts of proceeds of the collateral by a subordinate secured party violated the rights of the Secured Party.

All accounts receivable, other rights of payment of Borrower, and payments made to Borrower, however made, including, but not limited to, payments by cash, check, ACH, wire transfer or other electronic transfer, and Payment Card Receipts, in each case, arising out of the sale of goods and services by Borrower, together with all proceeds, including cash proceeds, of such receivables, rights of payment, and payments, now existing or hereafter created.

ALL OF DEBTOR'S PRESENTLY OWNED AND EXISTING AND HEREAFTER ACQUIRED AND ARISING (A) ACCOUNTS, WHETHER OR NOT EARNED BY PERFORMANCE, INSTRUMENTS, CHATTEL PAPER; (B) INVENTORY; (C) GENERAL INTANGIBLES; (D) EQUIPMENT; (E) REPLACEMENTS, BETTERMENTS, SUBSTITUTIONS AND RENEWALS OF, AND ADDITIONS TO, ANY OF THE FOREGOING; (F) PROCEEDS, INCLUDING WITHOUT LIMITATION, CONDEMNATION OR INSURANCE PROCEEDS, ARISING OUT OF OR WITH RESPECT TO THE FOREGOING; AND (G) ALL PRODUCTS OF THE FOREGOING.