Common use of Backup Security Interest Clause in Contracts

Backup Security Interest. (i) Notwithstanding that it is the express intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts and Proceeds and such other categories of collateral under the applicable UCC; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Account, subject to the delivery requirements contained in the Pledge Agreement; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdiction; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCC.

Backup Security Interest. (i) Notwithstanding that it is the express intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts and Proceeds and such other categories of collateral under the applicable UCC; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Custodial Account, subject to the delivery requirements contained in the Pledge Credit Agreement; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdiction; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable lawApplicable Law, including the UCC.

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Administrative Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article)UCC, and is enforceable as such against creditors of and purchasers from the SellerBorrower; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, Entitlements (A) all of such Security Entitlements have been credited to the Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Collateral AccountAgent to obtain Control with respect to the Collection Account have been taken and (C) the Collection Account is not in the name of any Person other than the Purchaser, subject to the delivery requirements contained Lien of the Administrative Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Pledge Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Cash Equivalents, and the proceeds thereof to be paid and distributed in accordance with the Credit Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the interest in the Transferred Assets acquired by Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionstate of Maryland (to the extent such security interest may be perfected by filing a UCC financing statement under such article); (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset Asset, if any, have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) none of the underlying promissory notes that constitute or evidence the Collateral Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Custodian, as assignee on behalf of the Secured Parties; with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed Indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) Custodian or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) Custodian upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee Collateral Custodian to become the registered owner of such Uncertificated Security or uncertificated security and (B) causing the issuer of such Uncertificated Security registration to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCCremain effective.

Backup Security Interest. (i) Notwithstanding that it is the express intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts and Proceeds and such other categories of collateral under the applicable UCC; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Custodial Account, subject to the delivery requirements contained in the Pledge Credit Agreement; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan to the sale and granting of a security interest in the Collateral Obligations Loans hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdiction; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable lawApplicable Law, including the UCC.

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by the filing of a UCC financing statement under such articleArticle), and is enforceable as such against creditors of and purchasers from the SellerPurchaser; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, Entitlements (A) all of such Security Entitlements have been credited to the Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Collateral AccountAgent to obtain Control with respect to the Collection Account have been taken and (C) the Collection Account is not in the name of any Person other than the Purchaser, subject to the delivery requirements contained Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Pledge Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Permitted Investments, and the proceeds thereof to be paid and distributed in accordance with the Loan Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets acquired purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionUCC; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Loan Agreement, will be delivered to the Collateral Custodian; (vi) the Seller has received, or subject to the delivery requirements contained the Loan Agreement will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise Conveyed to any Person other than the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties; with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed Indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) Custodian or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) Custodian upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee Collateral Custodian to become the registered owner of such Uncertificated Security or and (B) causing the issuer of such Uncertificated Security registration to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCCremain effective.

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article)UCC, and is enforceable as such against creditors of and purchasers from the SellerBorrower; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, (A) all of such Security Entitlements have been credited to the Collection Account or Reference Asset Account, as applicable, and the Securities Intermediary has agreed to treat all assets credited to the Collection Account or Reference Asset Account, as applicable, as Financial Assets, (B) all steps necessary to enable the Collateral Agent to obtain Control with respect to the Collection Account or Reference Asset Account, as applicable, have been taken and (C) the Collection Account or Reference Asset Account, as applicable, is not in the name of any Person other than the Purchaser, subject to the delivery requirements contained Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Pledge Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account or Reference Asset Account, as applicable, to be invested in Permitted Investments, and the proceeds thereof to be paid and distributed in accordance with the Loan Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets acquired purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionMaryland; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Loan Agreement, will be delivered to the Collateral Custodian; (vi) the Seller has received, or subject to the delivery requirements contained the Loan Agreement will receive, a written acknowledgment from the Collateral Agent that the Collateral Agent or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties; with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral CustodianAgent, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed Indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee Collateral Agent to become the registered owner of such Uncertificated Security or uncertificated security and (B) causing the issuer of such Uncertificated Security registration to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCCremain effective.

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then this Agreement creates a valid and continuing Lien on the Transferred Assets granted by the Seller in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article)UCC, and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, Entitlements (A) all of such Security Entitlements have been credited to the Collateral AccountCollection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Administrative Agent to obtain Control with respect to the Collection Account have been taken and (C) the Collection Account is not in the name of any Person other than the Purchaser, subject to the delivery requirements contained Lien of the Administrative Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control (as defined in the Pledge Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Cash Equivalents, and the proceeds thereof to be paid and distributed in accordance with the Credit Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the interest in the Transferred Assets acquired by Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionUCC; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset Asset, if any, have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) the Seller has received, or subject to the delivery requirements contained the Credit Agreement will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its agent or bailee is holding each underlying promissory note evidencing a Collateral Asset solely on behalf of the Administrative Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and/or the Administrative Agent, as assignee on behalf of the Secured Parties, as applicable; with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed Indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) Custodian or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) Custodian upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee Collateral Custodian to become the registered owner of such Uncertificated Security or uncertificated security and (B) causing the issuer of such Uncertificated Security registration to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCCremain effective.

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article)UCC, and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts and Proceeds and such other categories of collateral under the applicable UCC; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Account, subject to the delivery requirements contained in the Pledge AgreementBorrower; the Seller owns and has good and marketable title to the Transferred Assets acquired purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received (or in the case of a Participation upon settlement of the assignment of the related Collateral Loan in accordance with the applicable Underlying Documents, shall have received) all consents and approvals required by the terms of any Collateral Obligation Loan to the sale and granting of a security interest in the Collateral Obligations Loans hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionMaryland; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit AgreementLoan Agreement (and with respect to any Participation, the settlement of the assignment of the related Collateral Loan in accordance with the applicable Underlying Documents), will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCC.

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article)UCC, and is enforceable as such against creditors of and purchasers from the SellerBorrower; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, (A) all of such Security Entitlements have been credited to the Collection Account, and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Collateral AccountAgent to obtain Control with respect to the Collection Account have been taken and (C) the Collection Account is not in the name of any Person other than the Purchaser, subject to the delivery requirements contained Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Pledge Account Control Agreement), the Purchaser (or the Collateral Manager on its behalf) may cause cash in the Collection Account to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with the Credit Agreement; all Covered Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets acquired purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan to the sale and granting of a security interest in the Collateral Obligations Loans hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionMaryland; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral CustodianAgent, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee Collateral Agent to become the registered owner of such Uncertificated Security or and (B) causing the issuer of such Uncertificated Security registration to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCCremain effective.

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then: i. this Agreement creates a valid and continuing Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Facility Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) . the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Account, subject to the delivery requirements contained in the Pledge Agreement; iii. the Seller owns and has good and marketable title to the Transferred Assets acquired by Collateral Obligations Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens)Lien; (iii) iv. the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) v. the Seller has taken all necessary steps to file caused or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionState of Maryland; vi. the Seller has not filed or authorized the filing of, and is not aware of, any financing statement against the Seller that includes as a description of collateral covering any Collateral Obligation other than financing statements (vA) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject relating to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed (within the meaning of the UCC) interest granted to the Purchaser (and the Facility Agent under this Agreement or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Securitypursuant to any other Transaction Document, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, that have been terminated and/or fully and validly assigned to the extent required by Facility Agent on or prior to the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCC.Effective Date;

Backup Security Interest. (i) Notwithstanding that it is In the express event that, notwithstanding the intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaserparties, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then this Agreement creates a valid and continuing Lien on the Seller’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is will, upon the filing of the financing statements referred to in Section 2.1(d), be validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by the filing of a UCC financing statement under such articleArticle), and is enforceable as such against creditors of and purchasers from the SellerPurchaser; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, Entitlements (i) all of such Security Entitlements have been credited to the Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (ii) all steps necessary to enable the Collateral AccountAgent to obtain Control with respect to the Collection Account have been taken and (iii) the Collection Account is not in the name of any Person other than the Purchaser, subject to the delivery requirements contained Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Pledge Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Permitted Investments, and the proceeds thereof to be paid and distributed in accordance with the Loan Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets acquired purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received (or will have received, upon settlement) all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionState of Delaware; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Loan Agreement, will be delivered to the Collateral Custodian; (vi) the Seller has received, or subject to the delivery requirements contained the Loan Agreement will receive, a written acknowledgment from the Collateral Agent that the Collateral Agent or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise Conveyed to any Person other than the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties; with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral CustodianAgent, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed Indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and , in each case to be held by the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions Collateral Custodian on behalf of the Collateral Agent without further consent of for the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf benefit of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCC.

Backup Security Interest. (ia) Notwithstanding that it It is the express intent of the parties hereto Seller and the Purchaser that each Conveyance of Transferred Assets hereunder by the Seller to the Purchaser pursuant to this Agreement be construed as an absolute sale and/or contribution of such Transferred Assets by the Seller to the PurchaserPurchaser providing Purchaser with the full risks and benefits of ownership of the Transferred Assets. Further, it is not the intention of the Seller and the Purchaser that any Conveyance be deemed a grant of a security interest in the Transferred Assets by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that that, notwithstanding the intent of the parties expressed herein, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then (i) this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant also shall be deemed to the lien granted by the Seller pursuant to Section 2.1(d)be, and the Collateral Agenthereby is, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts and Proceeds and such other categories of collateral under the applicable UCC; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Account, subject to the delivery requirements contained in the Pledge Agreement; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdiction; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially indorsed (agreement within the meaning of the UCCUCC and other applicable law, (ii) the Conveyances by the Seller provided for in this Agreement shall be deemed to be, and the Seller hereby grants to the Purchaser, a security interest in, to and under all of the Seller’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of the foregoing and (iii) the Purchaser and the Seller each represents and warrants as to itself that each remittance (if any) from the Purchaser to the Seller with respect to the Conveyances has been (x) in payment of an obligation incurred by the Purchaser in the ordinary course of business or financial affairs of each of the Seller and the Purchaser and (y) made in the ordinary course of business or financial affairs of each of the Seller and the Purchaser. The Purchaser and its assignees shall have, with respect to such Transferred Assets and other related rights, in addition to all the other rights and remedies available to the Purchaser (or and its assignees hereunder and under the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in Underlying Instruments, all the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under any applicable law, including the UCC.

Backup Security Interest. (i) Notwithstanding that it is the express intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Custodian Account, subject to the delivery requirements contained in the Pledge Agreement; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan to the sale and granting of a security interest in the Collateral Obligations Loans hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected perfected, including by filing a financing statement pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionMaryland; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if together with an undated stock power executed in registered form, has been specially indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCCblank.

Backup Security Interest. (i) Notwithstanding that it is the express intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as security interests granted in consideration for loans and not as sales and/or contributions, this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts Property and Proceeds and such other categories of collateral under the applicable UCCUCC as to which the Seller has complied with its obligations as set forth herein; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Custodian Account, subject to the delivery requirements contained in the Pledge Agreement; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan to the sale of and granting of a security interest in the Collateral Obligations Loans hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected perfected, including by filing a financing statement pursuant to Article 9 of the UCC as in effect in the applicable jurisdictionMaryland; (v) all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; (vi) with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian, as bailee of the Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if together with an undated stock power executed in registered form, has been specially indorsed (within the meaning of the UCC) to the Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such Certificated Security; and in the case of an Uncertificated Security, either by (A) causing the Purchaser or its designee to become the registered owner of such Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to the extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCCblank.