SECURITY AGREEMENT

Exhibit 4.3

Execution Version

THIS AGREEMENT OR INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF MAY 7, 2009, AMONG BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, U.S. BANK NATIONAL ASSOCIATION, AS SECOND LIEN AGENT, SONIC AUTOMOTIVE, INC. AND THE SUBSIDIARIES OF SONIC AUTOMOTIVE, INC. PARTY THERETO (THE “ INTERCREDITOR AGREEMENT ”), AND EACH PARTY TO OR HOLDER OF THIS AGREEMENT OR INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT

SECURITY AGREEMENT (ESCROWED EQUITY)

THIS SECURITY AGREEMENT (ESCROWED EQUITY) (this “ Agreement ”) is made and entered into as of May 7, 2009 by SONIC AUTOMOTIVE, INC. , a Delaware corporation (the “ Company ” and a “ Grantor ”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a “ Grantor ”, and collectively with the Company, the “ Grantors ”), and U.S. BANK NATIONAL ASSOCIATION , as collateral agent (together with any successor, the “ Collateral Agent ”) for the Trustee (as defined below) and each Holder (collectively with the Collateral Agent, the “ Secured Parties ”). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture (as defined below).

W I T N E S S E T H :

WHEREAS , 6.00% Senior Secured Convertible Notes due 2012 of the Company (the “ Securities ”), in the original aggregate principal amount of $85,627,000.00 will be issued pursuant to the Indenture, dated as of May 7, 2009 (as amended, modified, supplemented, restated or amended and restated from time to time, the “ Indenture ”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “ Trustee ”);

WHEREAS , each Guarantor has, pursuant to the Indenture, unconditionally guaranteed the Secured Obligations (as defined below);

WHEREAS , the Company and each other Grantor will materially benefit from the issuance of the Securities;

WHEREAS , it is a condition to the issuance and sale of the Securities that the Grantors execute and deliver this Agreement;

WHEREAS, each Grantor has agreed to make all shares of Capital Stock of the Subsidiaries described on Schedule I (as such schedule may be supplemented from time to time) (collectively, the “ Escrow Subsidiaries ”) subject to the terms and provisions of this Agreement;

WHEREAS, the Capital Stock in the Escrow Subsidiaries is not permitted to be pledged under the terms of certain manufacturer agreements to which such Escrow Subsidiaries are parties (the “ Restricted Equity Interests ”);

WHEREAS, in lieu of a pledge by the Grantors to the Collateral Agent of the Restricted Equity Interests, the Grantors shall grant a security interest in certain Disposition Proceeds (as defined below) of such Restricted Equity Interests; and

WHEREAS, the Grantors have delivered or will deliver the Escrowed Shares (as defined below) into an escrow to be held by Bank of America, N.A. (and its successor or successors in such capacity, the “ First Lien Agent ”) in accordance with the Escrow and Security Agreement, dated as of February 17, 2006 (as amended, restated, revised, modified, supplemented or amended and restated from time to time, the “ First Lien Escrow and Security Agreement ”), among the Company, certain Subsidiaries of the Company and the First Lien Agent.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I

ESCROW

1.1 Escrow . So long as the First Lien Escrow and Security Agreement is in effect, each Grantor agrees to deliver to the First Lien Agent, or an agent or bailee of the First Lien Agent, in escrow (“ Escrow ”) all of the issued and outstanding certificated shares of Capital Stock now or hereafter owned by such Grantor described on Schedule I attached hereto and incorporated herein by reference, as Schedule I may be amended or supplemented from time to time (collectively, the “ Escrowed Shares ”).

1.2 Certain Escrow Aspects.

(a) The Grantors shall pay all income, withholding and any other taxes imposed on or measured by income which are attributable to income from the Escrowed Shares and the Disposition Proceeds for the time all or any part thereof are held in escrow hereunder, and shall file all tax and information returns applicable thereto. To the extent that the Collateral Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the Escrowed Shares and Disposition Proceeds, the Collateral Agent may, but shall not be obligated, to pay such taxes. The Collateral Agent may withhold or offset from any amount payable by the Collateral Agent to the Grantors such amount as the Collateral Agent determines in its sole discretion to be sufficient to provide for the payment of such taxes; alternately any such amount paid by the Collateral Agent shall become a part of the Secured Obligations (as defined below). In addition, the Collateral Agent shall be indemnified and held harmless by the Grantors from and against any liability for such taxes and for any penalties or interest in respect of taxes on such investment income or payments in the manner provided in the Indenture.

(b) It is agreed that the Grantor shall retain all rights to dividends, all rights to vote and all other rights in respect of ownership of the Escrowed Shares, subject only to the Security Interest in the Disposition Proceeds Collateral (each as defined below); provided , that so long as the First Lien Escrow and Security Agreement is in effect, any certificated Restricted Equity Interests received as a dividend or other distribution in respect of Escrowed Shares shall be delivered to the First Lien Agent, or an agent or bailee of the First Lien Agent, in escrow for

the benefit of the First Lien Agent and the Collateral Agent to be held pursuant to the terms of the First Lien Escrow and Security Agreement.

(c) If a Discharge of the First Lien Debt (as defined in the Intercreditor Agreement) has occurred or the First Lien Agent is no longer acting as escrow agent pursuant to the First Lien Escrow and Security Agreement, then the parties hereto will negotiate in good faith to amend this Agreement so that the Collateral Agent will act as escrow agent on terms substantially similar, mutatis mutandis , to the terms under which the First Lien Agent previously acted as escrow agent under the First Lien Escrow and Security Agreement.

(d) Each of the Grantors agrees that the Restricted Equity Interests and the Restricted Disposition Proceeds shall be delivered to and held in the escrow account in accordance with the First Lien Escrow and Security Agreement, and shall not be transferred or otherwise disposed of except in accordance with the First Lien Escrow and Security Agreement and this Agreement. Each Grantor owning a Restricted Equity Interest or Restricted Disposition Proceeds shall not incur and shall not permit the incurrence of any consensual lien on any such Restricted Equity Interest or Restricted Disposition Proceeds except to secure First Lien Debt (as defined in the Intercreditor Agreement). The Grantor shall give the Collateral Agent prior notice of any resignation of the First Lien Agent as escrow agent under the First Lien Escrow and Security Agreement. Each Grantor party to the First Lien Escrow and Security Agreement shall use commercially reasonable efforts to cause the continuance of the escrow in accordance with the terms of the First Lien Escrow Agreement so long as the Discharge of the First Lien Debt (as defined in the Intercreditor Agreement) has not occurred, and if the First Lien Escrow and Security Agreement is terminated, will promptly deliver certificates representing the Restricted Equity Interests and the Restricted Disposition Proceeds to the Collateral Agent, or an agent or bailee of the Collateral Agent, to hold in escrow pursuant to a new escrow agreement as contemplated by Section 1.2(c) .

ARTICLE II

GRANT OF SECURITY INTEREST

2.1 Assignment and Grant of Security. Each Grantor hereby grants as collateral security for the payment, performance and satisfaction of all of the Indenture Obligations and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) hereunder or under any other Note Document to which it is now or hereafter becomes a party (such Indenture Obligations, obligations and liabilities of the Grantors referred to collectively as the “ Secured Obligations ”), to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in and to, and collaterally assigns to the Collateral Agent for the benefit of the Secured Parties (collectively, the “ Security Interest ”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “ Disposition Proceeds ”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the net cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “ Disposition ”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged

therefor (other than Restricted Disposition Proceeds and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “ Restricted Disposition Proceeds ” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “ Disposition Proceeds Collateral ”; provided , however , that Disposition Proceeds Collateral shall not include any Excluded Property (as defined in the Security Agreement, dated as of the date hereof (as amended, modified, supplemented, restated or amended and restated from time to time, the “ Security Agreement ”), among the grantors party thereto and the Collateral Agent) and Excluded Property shall not be subject to the Security Interest.

2.2 Delivery of Certificated Disposition Proceeds. Upon any Disposition or conversion of all or a part of the Escrowed Shares or other Restricted Equity Interests (including without limitation any foreclosure sale, any other forced sale or any sale or disposition arising or occurring pursuant to a plan in bankruptcy), the Grantors shall deliver to the Collateral Agent, or an agent or bailee of the Collateral Agent, any certificated Disposition Proceeds, including duly executed instruments of transfer. The term “certificated” when used with the term “Disposition Proceeds” shall mean any such Disposition Proceeds which are evidenced or represented by a note, certificate, instrument, chattel paper or other written evidence of ownership or entitlement.

(b) Notwithstanding anything to the contrary in this Agreement or any other Note Document, no Grantor shall be required to deliver to the Collateral Agent, or an agent or bailee of the Collateral Agent, any of the items described in Section 3(b) of the Security Agreement.

2.3 Second Priority Nature of Liens.

Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority lien on and security interest in the Disposition Proceeds Collateral to the extent provided in the Intercreditor Agreement and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of the First Lien Debt, the requirements of this Agreement to physically deliver any Escrowed Shares or Disposition Proceeds to the Collateral Agent shall be deemed satisfied by delivery of such Escrowed Shares or Disposition Proceeds to the First Lien Agent as agent and bailee of the Collateral Agent in accordance with the Intercreditor Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. Each Grantor represents and warrants as follows:

(a) This Agreement and the grant of the Security Interest pursuant hereto creates a valid security interest in the Disposition Proceeds securing the payment of the Secured Obligations, and upon taking possession thereof, the filing of financing statements in accordance with the UCC, and/or any other necessary actions to perfect such security interest, such security interest in such Disposition Proceeds will be duly perfected; and all filings and other actions necessary or desirable to perfect and protect such security interest and such priority have been duly taken (or will be taken).

(b) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority is required (i) for the grant by Grantors of the Security Interest in the Disposition Proceeds or for the execution, delivery, performance or enforceability of this Agreement by the Grantors, (ii) for the perfection or maintenance of the Security Interest in the Disposition Proceeds created hereby except for the taking of possession thereof, the UCC filings or any other action required by the UCC or other applicable perfection statutes, or (iii) for the exercise by the Collateral Agent or any Secured Party of the rights provided for in this Agreement or the remedies in respect of the Disposition Proceeds pursuant to this Agreement.

(c) The Grantors are, individually or collectively, as applicable, the legal and beneficial owners of the Escrowed Shares and other Restricted Equity Interests; all of the Escrowed Shares and other Restricted Equity Interests currently outstanding and described on Schedule I are duly authorized and issued, fully paid and non-assessable, and all documentary, stamp or other taxes or fees owing in connection with the issuance thereof have been paid; to the knowledge of the Grantors, no dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Escrowed Shares or other Restricted Equity Interests; the Escrowed Shares and other Restricted Equity Interests are free and clear of all Liens, mortgages, pledges, charges, security interests or other encumbrances, options, warrants, puts, calls and other rights of third persons, and restrictions, other than Permitted Liens, restrictions on transferability imposed by this Agreement, the Indenture, the other Note Documents, the applicable Franchise Agreement (as defined in the Credit Facility as in effect on the date hereof), the applicable Framework Agreement (as defined in the Credit Facility as in effect on the date hereof) and applicable state and federal securities laws; neither this Agreement, the Indenture nor any of the other Note Documents creates or requires the creation or the granting by any Grantor of a Security Interest in the Escrowed Shares and other Restricted Equity Interests.

(d) The original certificates representing all of the certificated Escrowed Shares and the certificated Restricted Equity Interests have been delivered to the First Lien Agent in escrow in accordance with the terms of the First Lien Escrow and Security Agreement. The Restricted Equity Interests described on Schedule I constitute (i) all of the issued and outstanding capital stock of each of the Escrow Subsidiaries as of the date hereof, and (ii) the indicated number of shares and/or ownership interest percentages of the entities as shown on Schedule I ; none of the Escrow Subsidiaries have issued, nor are there outstanding, any options, warrants or other rights in favor of any Grantor or any other Person to acquire the Escrowed Shares or other Restricted Equity Interests or any capital stock of any of the Escrow Subsidiaries.

(e) This Agreement constitutes a legal, valid and binding obligation of each Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principals of equity; each Grantor has the corporate or partnership, as the case may be, power and authority and the legal right to execute and deliver, to perform its obligations under, and to (i) deliver the Escrowed Shares into the Escrow, and (ii) to grant the Security Interest in the Disposition Proceeds Collateral pursuant to this Agreement, and each Grantor has taken all necessary, corporate, limited liability company or partnership, as the case may be, action to authorize its execution, delivery and performance of the delivery of the Escrowed Shares into Escrow and the grant of the security interest in the Disposition Proceeds Collateral pursuant to this Agreement.

(f) The execution, delivery and performance of this Agreement will not (i) conflict with or result in any breach or contravention of any contractual obligation of any Grantor, including any agreement between a Grantor and any manufacturer or distributor, (ii) violate any law, or (iii) result in the creation or imposition of any Lien on any of the properties or revenues of any Grantor pursuant to any applicable law or contractual obligation of any Grantor, except as contemplated hereby.

(g) No action, suit or proceeding of or before any governmental authority is pending or, to the knowledge of Grantors, threatened by or against any Grantor or against any of its properties or revenues with respect to this Agreement or any of the transactions contemplated hereby.

(h) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

ARTICLE IV

COVENANTS

Grantors covenant and agree as follows:

4.1 Further Assurances . (a) Each Grantor agrees that, where any agreement existing as of the date hereof or hereafter to which such Grantor is a party contains any restriction prohibiting such Grantor from (i) transferring the Escrowed Shares into Escrow, or (ii) granting the Security Interest in the Disposition Proceeds Collateral, such Grantor will obtain or use its best efforts to obtain the necessary consent to or waiver of such restriction from any Person so as to enable such Grantor to effectively transfer the Escrowed Shares into Escrow and grant to Collateral Agent such Security Interest in the Disposition Proceeds Collateral.

(b) Each Grantor will from time to time at its expense promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, in order to perfect and protect the Security Interest granted or purported to be granted hereby or in any Joinder Agreement, in the Disposition Proceeds Collateral, in the priority thereof, or to create or preserve the full benefits of this Agreement and the rights and powers of Collateral Agent herein or in any Joinder Agreement, or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder or thereunder with respect to any of the

Disposition Proceeds Collateral. Without limiting the generality of the foregoing, upon written request by Collateral Agent, each Grantor will: (i) if the Disposition Proceeds Collateral are certificated, deliver to Collateral Agent, or an agent or bailee of the Collateral Agent, such certificated Disposition Proceeds Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment; and (ii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect and preserve the Security Interest granted or purported to be granted hereby with respect to any and all such Disposition Proceeds Collateral.

(c) Each Grantor hereby authorizes Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Disposition Proceeds Collateral without the signature of such Grantor where and to the extent permitted by applicable law. A photocopy or other reproduction of this Agreement or any financing statement covering the Disposition Proceeds Collateral or any part thereof shall be sufficient as a financing statement where and to the extent permitted by applicable law.

(d) Each Grantor will furnish to Collateral Agent from time to time, upon the written request of Collateral Agent, statements and schedules further identifying and describing the Disposition Proceeds Collateral and such other reports in connection with the Disposition Proceeds Collateral, as Collateral Agent may reasonably request.

(e) In addition to such other information as shall be specifically provided for herein, Grantors shall furnish to Collateral Agent such other information with respect to the Disposition Proceeds Collateral as Collateral Agent may reasonably request from time to time in connection with the Disposition Proceeds Collateral, or the protection, preservation, maintenance or enforcement of the Security Interest or the Disposition Proceeds Collateral, including, without limitation, all documents and things in Grantors’ possession, or subject to its demand for possession, related to the Disposition Proceeds Collateral.

(f) Except with respect to any transaction permitted by the Indenture, no Grantor will make any Disposition of the Escrowed Shares or other Restricted Equity Interests (whether certificated or uncertificated) or any part thereof, or create directly or indirectly any security interest or otherwise encumber (other than Permitted Liens and any restriction imposed by any Franchise Agreement (as defined in the Credit Facility as in effect on the date hereof) or any Framework Agreement (as defined in the Credit Facility as in effect on the date hereof) to which the Grantor is a party) any of the Escrowed Shares or other Restricted Equity Interests, or permit any of the Escrowed Shares or other Restricted Equity Interests to ever be or become subject to any warrant, put, option or other rights of third Persons or any attachment, execution, sequestration or other legal or equitable process, or any security interest or encumbrance of any kind (other than Permitted Liens).

(g) The Grantors shall enforce or secure in the name of Collateral Agent, for the benefit of the Secured Parties, the performance of each and every obligation, term, covenant, condition and agreement relating to any certificated Disposition Proceeds Collateral, and the Grantors shall appear in and defend any action or proceeding arising under, occurring out of or in any manner connected therewith and upon request by the Collateral Agent, the Grantors will do so in the name of the Collateral Agent and on behalf of the Secured Parties, but at the expense of the Grantors, and the Grantors shall pay all costs and expenses of the Collateral Agent and the

Secured Parties, including, but not limited to, attorneys’ fees and disbursements (“Attorney Costs”), in any action or proceeding in which the Secured Parties may appear.

(h) Upon the request of the Collateral Agent, each Grantor shall allow the Collateral Agent to inspect all records of such Grantor relating to the Escrowed Shares and/or the Disposition Proceeds Collateral, and to make and take away copies of such records.

(i) Upon the request of the Collateral Agent, each Grantor shall promptly notify the Collateral Agent of any material change in any fact or circumstance warranted or represented by such Grantor in this Agreement or in any other writing furnished by such Grantor to the Collateral Agent in connection with the Escrowed Shares or this Agreement.

(j) Upon the request of the Collateral Agent, each Grantor shall promptly notify the Collateral Agent of any claim, action or proceeding affecting title to the Escrowed Shares, or any part thereof, the Disposition Proceeds Collateral, or the Security Interest, and at the request of the Collateral Agent, appear in and defend, at the Grantors’ expense, any such action or proceeding.

(k) The Grantors (jointly and severally) shall promptly pay to the Collateral Agent the amount of all reasonable costs and expenses of the Collateral Agent and/or the Secured Parties, including, but not limited to, reasonable Attorney Costs, incurred by the Collateral Agent or the Secured Parties in connection with this Agreement and the enforcement of the rights of the Collateral Agent or the Secured Parties hereunder, in accordance with the Indenture.

(l) At no time shall any Escrowed Shares or other Restricted Equity Interests (i) be held or maintained in the form of a security entitlement or credited to any securities account and (ii) which constitute a “security” (or as to which the related Escrow Subsidiary has elected to have treated as a “security”) under Article 8 of the Uniform Commercial Code of the State of New York or of any other jurisdiction whose laws may govern (the “ UCC ”) be maintained in the form of uncertificated securities.

4.2 Conversions; etc. Should the Escrowed Shares, or any part thereof, ever be in any manner converted by any of the Escrow Subsidiaries into another property of the same or another type or any money or other proceeds ever be paid or delivered to any Grantor as a result of such Grantor’s rights in the Escrowed Shares, then in any such event (except as otherwise provided herein), (i) (in the case of property other than Restricted Equity Interests) all such property, money and other proceeds shall be and/or become part of the Disposition Proceeds Collateral, and (ii) (in the case of Restricted Equity Interests) such property shall be delivered in accordance with the First Lien Escrow and Security Agreement (so long as such agreement is in effect). Without limiting the generality of the foregoing, each Grantor hereby agrees that the shares of capital stock of the surviving corporation in any merger or consolidation involving any of the Escrow Subsidiaries or any of the Escrowed Shares shall be deemed to constitute Disposition Proceeds Collateral (or, if applicable, Restricted Disposition Proceeds) if the surviving Escrow Subsidiary ceases to be either a direct or indirect wholly owned Subsidiary of the Company.

4.3 Preservation of Escrowed Shares. Neither the Collateral Agent nor the Secured Parties shall have any responsibility for or obligation or duty with respect to all or any part of the Escrowed Shares or other Restricted Equity Interests or any Disposition Proceeds Collateral or

any matter or proceeding arising out of or relating thereto, including, without limitation, beyond the use of reasonable care in the custody and preservation thereof while in its possession, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible generally for the preservation of all rights in the Escrowed Shares, the other Restricted Equity Interests and the Disposition Proceeds Collateral.

4.4 Rights of Parties Before the Occurrence of an Event of Default.

(a) Exercising Rights and Receipt of Cash Proceeds Prior to an Event of Default . Unless and until any Event of Default shall occur and be continuing:

(i) With respect to all Disposition Proceeds Collateral, subject to the other provisions of this Agreement, the Grantors shall be entitled to receive all cash dividends or interest paid in respect of or attributable to such Disposition Proceeds Collateral and any and all other Distributions. As used herein “ Distributions ” shall mean the declaration or payment of any dividend or other distribution on or with respect to such Disposition Proceeds Collateral, and any other payment made with respect to such Disposition Proceeds Collateral other than in respect of a Disposition thereof.

(ii) With respect to all Disposition Proceeds Collateral, each Grantor shall have the right to vote and give consents with respect to all such Disposition Proceeds Collateral owned by it and to consent to, ratify, or waive notice of any and all meetings and take such other action as it deems appropriate to protect or further its interests in respect thereof, provided that such right shall in no case be exercised for any purpose contrary to, or in violation of, any of the terms or provisions of this Agreement, the Securities, the Indenture, or any other Note Document.

(iii) The relevant Grantor shall be entitled to receive and re