Common use of Appointment of Collateral Trustee Clause in Contracts

Appointment of Collateral Trustee. (a) Each of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action on behalf of each Trustee with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of this Agreement, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or instruction received by it pursuant to the terms of this Agreement, the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII Documents or any related documents.

Appointment of Collateral Trustee. (a) Each of the Trustees Lender hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action act on behalf of each Trustee with respect to the Servicer Account Secured Parties as collateral agent under this Agreement and the other Loan Documents, and to exercise such powers hold and perform such duties as are hereby expressly delegated enforce any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Collateral Trustee Obligations, all in accordance with respect to the Servicer Account by the terms of the Collateral Trust Agreement. The provisions of this AgreementSection 12.16 are solely for the benefit of Collateral Trustee, Administrative Agent and Lenders and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. Collateral Trustee shall not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents, together with such powers as are reasonably incidental related thereto. The duties of Collateral Trustee shall be mechanical and administrative in nature and Collateral Trustee shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Collateral Trustee may resign or be removed or replaced, and a successor Collateral Trustee may be appointed in accordance with the terms and subject to the conditions of the Collateral Trust Agreement. (b) The Collateral Trustee Each Lender hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit thereinupon receipt of instruction from Administrative Agent, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to take or refrain from taking such action, and shall be entitled to take all such actions set forth in the Collateral Trust Agreement. (c) Neither Collateral Trustee nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limitation of the same rightsgenerality of the foregoing, protectionsCollateral Trustee: (i) may consult with legal counsel, immunities independent chartered accountants and indemnities afforded to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture other experts and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee consultants selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, experts or consultants; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Loan Party or to inspect the Collateral (including the books and records) of any Loan Party; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. (d) Notwithstanding the foregoing, with respect to any action it takes or omits to take in good faith the ISR Collateral and the ISR Collateral Documents, ISR Collateral Agent (and not the Collateral Trustee) shall hold the Lien for the benefit of the Secured Parties in accordance with a direction or instruction received by it pursuant to the terms of this Agreement, the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII Documents or any related documentsSection 12.17.

Appointment of Collateral Trustee. (a) Each of the Trustees Lender hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action act on behalf of each Trustee with respect to Lenders as collateral agent under this Agreement and the Servicer Account other Loan Documents, and to exercise such powers hold and perform such duties as are hereby expressly delegated enforce any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Collateral Trustee Obligations, all in accordance with respect to the Servicer Account by the terms of the Collateral Trust Agreement. The provisions of this AgreementSection 12.16 are solely for the benefit of Collateral Trustee and Lenders and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. Collateral Trustee shall not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents, together with such powers as are reasonably incidental related thereto. The duties of Collateral Trustee shall be mechanical and administrative in nature and Collateral Trustee shall not have, or be deemed to have, by reason of this Agreement or any other Loan Document or otherwise, a fiduciary relationship in respect of any Lender. The Collateral Trustee may resign or be removed or replaced, and a successor Collateral Trustee may be appointed in accordance with the terms and subject to the conditions of the Collateral Trust Agreement. (b) The Collateral Trustee Each Lender hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that upon receipt of instruction from the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit thereinAdministrative Agent, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to take or refrain from taking such action, and shall be entitled to take all such actions set forth in the Collateral Trust Agreement. (c) Neither Collateral Trustee nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents. Without limitation of the same rightsgenerality of the foregoing, protectionsCollateral Trustee: (i) may consult with legal counsel, immunities independent chartered accountants and indemnities afforded other experts or consultants; (ii) makes no warranty or representation to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture any Lender and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect responsible to any action it takes Lender for any statements, warranties or omits representations made in or in connection with this Agreement or the other Loan Documents; (i) shall not have any duty to take in good faith in accordance with a direction ascertain or instruction received by it pursuant to inquire as to the terms performance or observance of any of the terms, covenants or conditions of this AgreementAgreement or the other Loan Documents on the part of any Loan Party or to inspect the legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII other Loan Documents or any related documentsother instrument or document furnished pursuant hereto or thereto; and (iv) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Appointment of Collateral Trustee. (a) Each of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action on behalf of each Trustee with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of this Agreement, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the The Collateral Trustee shall be party to, and be bound by, has executed the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Trustees under the OF V Indenture, the OF IV Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture and the OF XII X Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or instruction received by it pursuant to the terms of this Agreement, the OF V Documents, the OF IV Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII Documents or any related documents.

Appointment of Collateral Trustee. (a) Each of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action on behalf of each Trustee with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of this Agreement, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the The Collateral Trustee shall be party to, and be bound by, has executed the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Trustees under the OF V Indenture, the OF III Indenture, the OF IV Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture and the OF XII VIII Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or instruction received by it pursuant to the terms of this Agreement, the OF V Documents, the OF III Documents, the OF IV Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII Documents or any related documents.

Appointment of Collateral Trustee. (a) Each Lender hereby appoints Collateral Trustee to act on behalf of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act Secured Parties as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account under this Agreement and the Collections other Loan Documents (other than the Canadian Security Documents), and to hold and enforce any and all Liens on deposit therein. Each Collateral granted by any of the Trustees hereby authorizes Loan Parties to secure any of the Collateral Trustee to take such action on behalf of each Trustee Obligations, all in accordance with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of the Collateral Trust Agreement. The provisions of this AgreementSection 12.16 are solely for the benefit of Collateral Trustee. Administrative Agent and Lenders and no Loan Party nor any other Person shall have any rights as a third-party beneficiary of any of the provisions hereof. Collateral Trustee shall not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents, together with such powers as are reasonably incidental related thereto. The duties of Collateral Trustee shall be mechanical and administrative in nature and Collateral Trustee shall not have, or be deemed to have, by reason of this Agreement any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. The Collateral Trustee may resign or be removed or replaced, and a successor Collateral Trustee may be appointed in accordance with the terms and subject to the conditions of the Collateral Trust Agreement. (b) The Collateral Trustee Each Lender hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that upon receipt of instruction from the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit thereinAdministrative Agent, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to take or refrain from taking such action, and shall be entitled to take all such actions set forth in the Collateral Trust Agreement. (c) Neither Collateral Trustee nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limitation of the same rightsgenerality of the foregoing, protectionsCollateral Trustee: (i) may consult with legal counsel, immunities independent chartered accountants and indemnities afforded other experts or consultants; (ii) makes no warranty or representation to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture any Lender and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect responsible to any action it takes Lender for any statements, warranties or omits representations made in or in connection with this Agreement or the other Loan Documents; (iii) shall not have any duty to take in good faith in accordance with a direction ascertain or instruction received by it pursuant to inquire as to the terms performance or observance of any of the terms, covenants or conditions of this AgreementAgreement or the other Loan Documents on the part of any Loan Party or to inspect the legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII other Loan Documents or any related documentsother instrument or document furnished pursuant hereto or thereto; and (iv) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Appointment of Collateral Trustee. The New Representative, on behalf of itself and the New Secured Parties, hereby (a) Each irrevocably appoints [Wilmington Trust, National Association]4 as Collateral Trustee for purposes of the Trustees hereby appoints and designates Collateral Trust Agreement, the Collateral Trustee with respect to the Servicer Account (as defined below) Intercreditor Agreement and the Collections Security Documents, (as defined belowb) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby irrevocably authorizes the Collateral Trustee to take such action actions on its behalf of each Trustee with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to in the Servicer Account by Collateral Trust Agreement, the terms of this AgreementIntercreditor Agreement and the Security Documents, together with such actions and powers as are reasonably incidental thereto. (b) The , and authorizes the Collateral Trustee hereby accepts to execute any Security Documents on behalf of all Secured Parties and to take such appointment other actions to 2 To be used for Additional Parity Lien Facility. 3 To be used for junior lien debt. Such designation to be accompanied by appropriate amendments and entry into appropriate intercreditor agreements. 4 If a successor Collateral Trustee has been appointed, replace with name such successor Collateral Trustee and update signature blocks accordingly. maintain and preserve the security interests granted pursuant to any Security Documents, and (c) acknowledges that it has received and reviewed the Collateral Trust Agreement, the Intercreditor Agreement and the Security Documents and agrees to holdbe bound by the terms thereof. The New Representative, maintainon behalf of the New Secured Parties, and administerthe Collateral Trustee, pursuant to the express terms of this Agreement and for the exclusive benefit on behalf of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below)existing Secured Parties, the Collections on deposit in the Servicer Account. The Collateral Trustee each hereby acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee such shall be entitled to all agent on behalf of the same rights, protections, immunities New Representative and indemnities afforded to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or instruction received by it pursuant to the terms on behalf of this Agreement, the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII Documents or any related documentsall other Secured Parties.

Appointment of Collateral Trustee. (a) Each The Company and each of the Trustees Holders by acceptance of the Notes hereby designates and appoints and designates the Collateral Trustee with respect to as its agent under this Indenture, the Servicer Account (as defined below) Security Documents and the Collections (as defined below) on deposit thereinIntercreditor and Subordination Agreement upon the occurrence of a Springing Event, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each Company and each of the Trustees Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Trustee to take such action on its behalf under the provisions of each Trustee with respect to this Indenture, the Servicer Account Security Documents and the Intercreditor and Subordination Agreement, and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of this Indenture, the Security Documents and the Intercreditor and Subordination Agreement, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee hereby accepts such appointment and consents and agrees to hold, maintain, and administer, pursuant to the express terms of this the Intercreditor and Subordination Agreement and for each Security Document, as the exclusive benefit of the Trustees (subject same may be in effect or may be amended, restated, supplemented or otherwise modified from time to its obligation to take direction time in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Accounttheir respective terms. The Collateral Trustee acknowledges and agrees Trust Agreement shall provide that the Collateral Trustee is acting and will shall act with respect to as such on the Servicer Account and express conditions contained in this Section 15.05. Each Holder agrees that any action taken by the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction Collateral Trustee in accordance with Section 4(d) the provisions of this Indenture, the Intercreditor and to Section 5 below) Subordination Agreement and the Security Documents, and the exercise by the Collateral Trustee of any rights or remedies set forth herein and therein, shall not be subject with respect authorized and binding upon all Holders. Notwithstanding any provision to the Servicer Account contrary contained elsewhere in any manner or to any extent to this Indenture, the direction Security Documents and the Intercreditor and Subordination Agreement, the duties of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party toministerial and administrative in nature, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents and the Intercreditor and Subordination Agreement to which the Collateral Trustee is a party, nor shall the Collateral Trustee have or be liable deemed to have any trust or other fiduciary relationship with respect to the Trustee or any action it takes Holder, and no implied covenants, functions, responsibilities, duties, obligations or omits to take liabilities shall be read into this Indenture, the Security Documents and the Intercreditor and Subordination Agreement or otherwise exist against the Collateral Trustee. Without limiting the generality of the foregoing sentence, the use of the term “trustee” or “Trustee” in good faith in accordance this Indenture with a direction or instruction received by it pursuant reference to the terms Collateral Trustee is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of this Agreementany applicable law. Instead, the OF V Documentssuch term is used merely as a matter of market custom, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII Documents and is intended to create or any related documentsreflect only an administrative relationship between independent contracting parties.

Appointment of Collateral Trustee. (a) Each of the Trustees Lender hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act on behalf of Secured Parties as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account under this Agreement and the Collections other Loan Documents, and to hold and enforce any and all Liens on deposit therein. Each Collateral granted by any of the Trustees hereby authorizes Loan Parties to secure any of the Collateral Trustee to take such action on behalf of each Trustee Obligations, all in accordance with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of the Collateral Trust Agreement. The provisions of this AgreementSection 12.16 are solely for the benefit of Collateral Trustee, Administrative Agent and Lenders and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. Collateral Trustee shall not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents, together with such powers as are reasonably incidental related thereto. The duties of Collateral Trustee shall be mechanical and administrative in nature and Collateral Trustee shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Collateral Trustee may resign or be removed or replaced, and a successor Collateral Trustee may be appointed in accordance with the terms and subject to the conditions of the Collateral Trust Agreement. (b) The Collateral Trustee Each Lender hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit thereinupon receipt of instruction from Administrative Agent, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to take or refrain from taking such action, and shall be entitled to take all such actions set forth in the Collateral Trust Agreement. (c) Neither Collateral Trustee nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limitation of the same rightsgenerality of the foregoing, protectionsCollateral Trustee: (i) may consult with legal counsel, immunities independent chartered accountants and indemnities afforded to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture other experts and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee consultants selected by it and shall not be liable with respect to for any action it takes taken or omits omitted to take be taken in good faith by it in accordance with a direction the advice of such counsel, accountants, experts or instruction received by it pursuant consultants; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the terms performance or observance of any of the terms, covenants or conditions of this AgreementAgreement or the other Loan Documents on the part of any Loan Party or to inspect the Collateral (including the books and records) of any Loan Party; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII other Loan Documents or any related documentsother instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Appointment of Collateral Trustee. (a) Each of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action on behalf of each Trustee with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of this Agreement, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the The Collateral Trustee shall be party to, and be bound by, has executed the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Trustees under the OF I Indenture, the OF V Indenture, the OF VI II Indenture, the OF VII III Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X IV Indenture and the OF XII VI Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or instruction received by it pursuant to the terms of this Agreement, the OF I Documents, the OF V Documents, the OF VI II Documents, the OF VII III Documents, the OF VIII IV Documents, the OF IX Documents, the OF X Documents, the OF XII VI Documents or any related documents.

Appointment of Collateral Trustee. (a) Each of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action on behalf of each Trustee with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of this Agreement, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the The Collateral Trustee shall be party to, and be bound by, has executed the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Trustees under the OF V Indenture, the OF VI II Indenture, the OF VII III Indenture, the OF VIII IV Indenture, the OF IX Indenture, the OF X VI Indenture and the OF XII VII Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or instruction received by it pursuant to the terms of this Agreement, the OF V Documents, the OF II Documents, the OF III Documents, the OF IV Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII Documents or any related documents.

Appointment of Collateral Trustee. (a) Each of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action on behalf of each Trustee with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of this Agreement, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit therein, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the The Collateral Trustee shall be party to, and be bound by, has executed the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Trustees under the PRF III Indenture, the OF I Indenture, the OF V Indenture, the OF VI II Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X III Indenture and the OF XII IV Indenture as if specifically set forth herein. The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction or instruction received by it pursuant to the terms of this Agreement, the PRF III Documents, the OF I Documents, the OF V Documents, the OF VI II Documents, the OF VII III Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII IV Documents or any related documents.

Appointment of Collateral Trustee. (a) Each Lender hereby appoints Collateral Trustee to act on behalf of the Trustees hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act Secured Parties as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account under this Agreement and the Collections other Loan Documents, and to hold and enforce any and all Liens on deposit therein. Each Collateral granted by any of the Trustees hereby authorizes Loan Parties to secure any of the Collateral Trustee to take such action on behalf of each Trustee Obligations, all in accordance with respect to the Servicer Account and to exercise such powers and perform such duties as are hereby expressly delegated to the Collateral Trustee with respect to the Servicer Account by the terms of the Collateral Trust Agreement. The provisions of this AgreementSection 12.16 are solely for the benefit of Collateral Trustee, Administrative Agent and Lenders and no Loan Party nor any other Person shall have any rights as a third-party beneficiary of any of the provisions hereof. Collateral Trustee shall not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents, together with such powers as are reasonably incidental related thereto. The duties of Collateral Trustee shall be mechanical and administrative in nature and Collateral Trustee shall not have, or be deemed to have, by reason of this Agreement any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. The Collateral Trustee may resign or be removed or replaced, and a successor Collateral Trustee may be appointed in accordance with the terms and subject to the conditions of the Collateral Trust Agreement. (b) The Collateral Trustee Each Lender hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that upon receipt of instruction from the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit thereinAdministrative Agent, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to take or refrain from taking such action, and shall be entitled to take all such actions set forth in the Collateral Trust Agreement. (c) Neither Collateral Trustee nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limitation of the same rightsgenerality of the foregoing, protectionsCollateral Trustee: (i) may consult with legal counsel, immunities independent chartered accountants and indemnities afforded to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture other experts and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee consultants selected by it and shall not be liable with respect to for any action it takes taken or omits omitted to take be taken in good faith by it in accordance with a direction the advice of such counsel, accountants, experts or instruction received by it pursuant consultants; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the terms performance or observance of any of the terms, covenants or conditions of this AgreementAgreement or the other Loan Documents on the part of any Loan Party or to inspect the Collateral (including the books and records) of any Loan Party; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII other Loan Documents or any related documentsother instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Appointment of Collateral Trustee. (a) Each of the Trustees Lender hereby appoints and designates the Collateral Trustee with respect to the Servicer Account (as defined below) and the Collections (as defined below) on deposit therein, to act as collateral trustee for each Trustee for the purpose of perfection of each Trustee’s security interest in the Servicer Account and the Collections on deposit therein. Each of the Trustees hereby authorizes the Collateral Trustee to take such action act on behalf of each Trustee with respect to the Servicer Account Secured Parties as collateral agent under this Agreement and the other Loan Documents, and to exercise such powers hold and perform such duties as are hereby expressly delegated enforce any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Collateral Trustee Obligations, all in accordance with respect to the Servicer Account by the terms of the Collateral Trust Agreement. The provisions of this AgreementSection 12.16 are solely for the benefit of Collateral Trustee, Administrative Agent and Lenders and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. Collateral Trustee shall not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents, together with such powers as are reasonably incidental related thereto. The duties of Collateral Trustee shall be mechanical and administrative in nature and Collateral Trustee shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Collateral Trustee may resign or be removed or replaced, and a successor Collateral Trustee may be appointed in accordance with the terms and subject to the conditions of the Collateral Trust Agreement. (b) The Collateral Trustee Each Lender hereby accepts such appointment and agrees to hold, maintain, and administer, pursuant to the express terms of this Agreement and for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below), the Collections on deposit in the Servicer Account. The Collateral Trustee acknowledges and agrees that the Collateral Trustee is acting and will act with respect to the Servicer Account and the Collections on deposit thereinupon receipt of instruction from Administrative Agent, for the exclusive benefit of the Trustees (subject to its obligation to take direction in accordance with Section 4(d) and to Section 5 below) and shall not be subject with respect to the Servicer Account in any manner or to any extent to the direction of the Initial Servicer, Oportun or any of their affiliates, except as expressly permitted hereunder and in the DACA. Effective as of the date hereof, the Collateral Trustee shall be party to, and be bound by, the DACA in its capacity as Collateral Trustee hereunder. (c) The Collateral Trustee shall be entitled to take or refrain from taking such action, and shall be entitled to take all such actions set forth in the Collateral Trust Agreement. (c) Neither Collateral Trustee nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limitation of the same rightsgenerality of the foregoing, protectionsCollateral Trustee: (i) may consult with legal counsel, immunities independent chartered accountants and indemnities afforded to the Trustees under the OF V Indenture, the OF VI Indenture, the OF VII Indenture, the OF VIII Indenture, the OF IX Indenture, the OF X Indenture other experts and the OF XII Indenture as if specifically set forth herein. The Collateral Trustee consultants selected by it and shall not be liable with respect to for any action it takes taken or omits omitted to take be taken in good faith by it in accordance with a direction the advice of such counsel, accountants, experts or instruction received by it pursuant consultants; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the terms performance or observance of any of the terms, covenants or conditions of this AgreementAgreement or the other Loan Documents on the part of any Loan Party or to inspect the Collateral (including the books and records) of any Loan Party; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents, the OF XII other Loan Documents or any related documentsother instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email, telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.