Common use of Grant of a Security Interest Clause in Contracts

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Document, each Borrower hereby grants to the Agent, on behalf of the Secured Parties (and their respective successors and assigns), a security interest in all of such Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Pool A Receivables and Pool B Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement from time to time (such Pool A Receivables, the “Pledged Pool A Receivables”, and such Pool B Receivables, the “Pledged Pool B Receivables”), all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and insurance proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), any Security Deposits or Cash Reserve related to such Pledged Receivables, all Collections and other monies due and to become due under the Contracts (and, if applicable, Underlying Contracts) related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (c) the Collection Account, the Lockbox, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) [Reserved]; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, the other Related Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account; and (v) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral Portfolio and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (d) At the request of the Initial Lender at any time that a Cash Trap Event has occurred and is continuing, the Borrower shall, at its expense, enter into a mortgage, deed of trust or similar security document granting the Administrative Agent a lien on any Portfolio Asset that is real estate owned real property and take such other actions and enter such other documentation as is customary to xxxxx x xxxx on such property to a commercial lender.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Lender (and their respective its successors and assigns) and (ii) grants a security interest to the Agent, on behalf of the Lender (and its successors and assigns), a security interest in all of such Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the “Pledged Assets”) and all of the Borrower’s right, title and interest in, to and under the Pledged Assets: (a) all AssetsReceivables conveyed to the Borrower under the applicable Transfer and Contribution Agreement from time to time (the “Pledged Receivables”), together with all Other Conveyed Property, Records Property related to the Pledged Receivables conveyed to the Borrower under such Transfer and other property and interests in property related thereto or pledged as collateral therefor, including, without limitationContribution Agreement, all Related Security related Polices and to the Pledged Receivables, all Collections and other moneys monies due and to become due under the Contracts related to the Pledged Receivables received on or in connection with any of after the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise)date such Pledged Receivables were conveyed to the Borrower under such Transfer and Contribution Agreement; (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related the Assigned Documents, including, in each case, without limitation, all other moneys monies due and to become due or payable or to become payable to the Borrower under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)therewith; (c) all right, title and interest of such Borrower in, to and under the Collection AccountAccounts, the Reserve Account and each Deposit Lockbox, the Lockbox Account and all other bank and similar accounts relating to the collection of Assets and other Collateral Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accountstherein, and all investments made with in and all income from the investment of funds in the Collection AccountAccounts, the Reserve Account, the Deposit Accounts Lockbox Account and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights Records relating to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trustany Pledged Receivables; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedeach Qualifying Interest Rate Hedge; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf its successors and assigns, for the benefit of the Secured Parties Parties, in all of the Borrower's right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the "Collateral"): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Accounts, (v) the Expense Reserve Account; (vi) the Operating Account; (vii) the Custody Accounts; and (viii) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Borrower’s Holding's right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with "Pledged Equity"): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower's limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (other than any amounts paid to or on behalf of the Borrower pursuant to Sections 2.04(a)(vii)(C) or 2.04(a)(xvi) (and, if applicable, subsection (a)(vi)(C) of Schedule 2.04(a)), if any (collectively, the “Excluded Amounts”)) (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Receivables purchased by, or otherwise transferred or pledged to (pursuant to the terms of the Purchase and Sale Agreement) the Borrower under the Purchase and Sale Agreement from time to time (such Receivables, the “Pledged Receivables”, all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and Insurance Proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), all Collections and other monies due and to become due under the Contracts related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith (other than the Excluded Amounts); (c) the Collection Account, the Lockbox, the Lockbox Account, and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Lockbox Account, and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) Reserved; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each Borrower the Issuer of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each Borrower the Issuer hereby grants Grants to the Agent, Trustee on behalf of the Secured Parties Creditors (and their respective successors and assigns), a security interest in all of such Borrower’s the Issuer's right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneysmoney, investment property, advices of credit, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrowerproperty, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and, arising from, consisting of or related to any of the following (collectively, the "Pledged Collateral"): (a) all Financed Loans; (b) all revenues and recoveries of principal from Financed Loans, including all borrower payments and reimbursements of principal and accrued interest on default claims received from any Guarantor; (c) any other Collections, Permitted Investments, funds and accrued earnings thereon held in the various funds and accounts created under this Agreement, including the Collection Account and the Cash Reserve Account; (d) all rights and remedies (but none of the obligations) under each of the Transaction Documents; (e) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Financed Loans, whether pursuant to the contract related to such Financed Loan or otherwise; (f) all Records relating to such Financed Loans; and (g) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivables, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and (ii) interest, dividends, cash, instruments every kind and all other forms of obligations and receivables and other property from liquidated property, which at any time to time received, receivable constitutes all or otherwise distributed part or are included in respect the proceeds of or in exchange for or on account any of the sale or other disposition of any or all of the then existing Collateralforegoing property).

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each the Borrower hereby grants (and the Eligible Lender Trustee, in its capacity as title holder to the Agent, Financed Loans) hereby Grants to the Trustee on behalf of the Secured Parties Creditors (and their respective successors and assigns), a security interest in all of such the Borrower’s 's and the Eligible Lender Trustee's right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other of the property and interests in property of such Borrowerproperty, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; andlocated arising from, consisting of, or related to any of the following (collectively, the "Pledged Collateral"): (a) all Financed Loans (including any beneficial interests in Financed Loans); (b) all revenues and recoveries of principal from Financed Loans, including all borrower payments and reimbursements of principal and accrued interest on default claims received from any Guarantor; (c) any other Collections, Permitted Investments, funds and accrued earnings thereon held in the various funds and accounts created under this Agreement, including the Collection Account and the Cash Reserve Account and the Escrow Account; (d) all rights and remedies (but none of the obligations) under each of the Transaction Documents; (e) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Financed Loans, whether pursuant to the contract related to such Financed Loan or otherwise; (f) all Records relating to such Financed Loans; and (g) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each the Borrower hereby grants (and the Eligible Lender Trustee, in its capacity as titleholder to the Agent, Financed Loans) hereby Grants to the Trustee on behalf of the Secured Parties Creditors (and their respective successors and assigns), a security interest in all of such the Borrower’s 's and the Eligible Lender Trustee's right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other of the property and interests in property of such Borrowerproperty, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; andlocated arising from, consisting of, or related to any of the following (collectively, the "Pledged Collateral"): (a) all Financed Loans (including any beneficial interests or participation interests in Financed Loans); (b) all revenues and recoveries of principal from Financed Loans, including all Interest Subsidy Payments, Special Allowance Payments, borrower payments and reimbursements of principal and accrued interest on default claims received and to be received from any Guarantor; (c) any other Collections, Permitted Investments, funds and accrued earnings thereon held in the various funds and accounts created under this Agreement, including the Collection Account and the Reserve Account; (d) all rights and remedies (but none of the obligations) under each of the Transaction Documents; (e) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Financed Loans, whether pursuant to the contract related to such Financed Loan or otherwise; (f) all Records relating to such Financed Loans and the foregoing items; and (g) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Receivables purchased by, or otherwise transferred or pledged to (pursuant to the terms of the Purchase and Sale Agreement) the Borrower under the Purchase and Sale Agreement from time to time (such Receivables, the “Pledged Receivables”, all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and Insurance Proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), all Collections and other monies due and to become due under the Contracts related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (c) the Collection Account, the Lockbox, the Lockbox Account, and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Lockbox Account, and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) Reserved; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, the other Related Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account; and (v) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property NAI-1528532842v5 or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral Portfolio and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (d) At the request of the Initial Lender at any time that a Cash Trap Event has occurred and is continuing, the Borrower shall, at its expense, enter into a mortgage, deed of trust or similar security document granting the Administrative Agent a lien on any Portfolio Asset that is real estate owned real property and take such other actions and enter such other documentation as is customary to xxxxx x xxxx on such property to a commercial lender.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each the Borrower hereby grants Grants to the Agent, Trustee on behalf of the Secured Parties Creditors (and their respective successors and assigns), a security interest in all of such the Borrower’s 's right, title and interest in and to all of the following property and interests in property (collectively, the “"Pledged Collateral”"), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise)Financed Loans; (b) all rightrevenues and recoveries of principal from Financed Loans, title including all borrower payments and reimbursements of principal and accrued interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with on default claims received from any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)Guarantor; (c) all rightany other Collections, title funds and interest of such Borrower inaccrued earnings thereon held in the various funds and accounts created under this Agreement, to and under including the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Cash Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates all rights and the Trust Agreement, together with remedies (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration but none of the Titling Trust, (iiobligations) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder each of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling TrustTransaction Documents; (e) all equipmentother security interests or liens and property subject thereto from time to time, inventoryif any, accounts, general intangibles, purporting to secure payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such BorrowerFinanced Loans, whether tangible pursuant to the contract related to such Financed Loan or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; andotherwise; (f) all Records relating to such Financed Loans; and (g) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (other than any amounts paid to the Borrower pursuant to Section 2.04(c)(xvii), if any (the “Excluded Amounts”)) (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Pool A Receivables and Pool B Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement from time to time (such Pool A Receivables, the “Pledged Pool A Receivables”, and such Pool B Receivables, the “Pledged Pool B Receivables”), all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and insurance proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), any Security Deposits or Cash Reserve related to such Pledged Receivables, all Collections and other monies due and to become due under the Contracts (and, if applicable, Underlying Contracts) related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (c) the Collection Account, Collection Sub-Account, the Lockbox, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Collection Sub-Account, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and such other accounts; (d) the Records relating to any Pledged Receivables (other than the Excluded Amounts); (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) [Reserved];reserved]; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf its successors and assigns, for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account, (v) the Expense Reserve Account; and (vi) all proceeds and products of the foregoing; provided that, the Collateral shall not include the Unfunded Exposure Account. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise -39- distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, related Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Portfolio Asset Files and Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account; and (v) all proceeds and products of the foregoing; provided that the Collateral shall not include any Excluded Amounts. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property (collectivelyto, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with hereinafter acquired: (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing (collectively, (A) and (B), the “Pledged Equity”). Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in Section 4.01(aa)(xv). (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral Portfolio and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or the Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Administrative Agent, on behalf of the Secured Parties (and their respective successors and assigns), and (ii) grants a first priority security interest to the Administrative Agent, on behalf of the Secured Parties (and their successors and assigns), in all of such the Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, following property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the “Pledged Assets”): (a) all Receivables purchased by, transferred or contributed (or otherwise transferred or pledged pursuant to the terms of the Transfer Agreement) to the Borrower under the Transfer Agreement from time to time (collectively, the “Pledged Receivables”), and all records, documents, collateral and other property related thereto; (b) all Other Conveyed Property and all Related Security related to the Pledged Receivables purchased by or contributed (or otherwise transferred or pledged pursuant to the terms of the Transfer Agreement) to the Borrower under the Transfer Agreement; (c) all servicing rights and rights to collect all sums due from an Obligor or any guarantors, third parties, or otherwise with respect to Pledged Receivables; LEGAL02/42958175v30 a (d) all of the Borrower’s rights, title and interest in, to and under the Transfer Agreement; (e) without limiting the generality of the foregoing, all rights to and under each Obligor Contract relating to the Pledged Receivables, including, but not limited to, the present and continuing right (i) to make claim for, enforce, perform, collect and receive any and all rights and income under each Obligor Contract, (ii) to do any and all things which the Borrower or the Servicer, as applicable, is or may become entitled to do under each Obligor Contract, and (iii) to make all waivers and agreements, give all notices, consents and releases and other instruments and to do any and all other things whatsoever that Borrower or the Servicer is or may be entitled to do under each Obligor Contract; (f) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (g) each of the Accounts and all other bank and similar accounts relating to Collections (other than the Servicer Account) with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in each such Account and such other accounts; (h) the Records relating to any Pledged Receivables; (i) each UCC financing statement filed in favor of the Borrower against the Seller; (j) all Liquidation Proceeds relating to any Pledged Receivables; (k) all “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” “money,” and “securities accounts” as each of those terms is defined in the UCC and all cash and cash equivalents; and (fl) all proceeds of the foregoing property described in clauses (a) through (ek) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables or other Pledged Assets.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Pool A Receivables and Pool B Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement from time to time (such Pool A Receivables, the “Pledged Pool A Receivables”, and such Pool B Receivables, the “Pledged Pool B Receivables”), all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and insurance proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), any Security Deposits or Cash Reserve related to such Pledged Receivables, all Collections and other monies due and to become due under the Contracts (and, if applicable, Underlying Contracts) related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (c) the Collection Account, the Lockbox, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) [Reserved]; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf its successors and assigns, for the benefit of the Secured Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (A) (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets, (ii) the Portfolio Assets and all Collections with respect thereto; (iii) all Records relating to the Portfolio Assets; (iv) all Proceeds of the foregoing; (v) the Collection Account, the Operating Account and the Unfunded Exposure Account, (vi) its Pledged Equity, and (vi) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Loan Parties (of all of the covenants and their respective successors obligations to be performed pursuant to this Agreement and assigns)each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property (collectivelyto, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assetshereinafter acquired, together with all Other Conveyed Propertyits Pledged Equity, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections documents, instruments, proceeds, supporting obligations and other moneys due and to become due under or in connection with products of any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise);foregoing. (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating Anything herein to the collection of Assets and other Collateral and all funds held therein or in such other accountscontrary notwithstanding, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights the Borrower shall remain liable under the Collateral to acquire beneficial interests in the Titling Trust and extent set forth therein to perform all of such Borrower’s rights its duties and obligations thereunder to participate in, or to direct, the management or administration of the Titling Trustsame extent as if this Agreement had not been executed, (ii) all rightsthe exercise by the Administrative Agent, privilegesfor the benefit of the Secured Parties, authority and powers of such any of its rights in the Collateral or the Pledged Equity does not release the Borrower or Holdings (as applicable) from any of its duties or obligations under the Trust Agreement Collateral or otherwise with respect to the Pledged Equity (as owner or holder of the Trust Certificates, applicable) and (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions none of the Titling Trust’s assetsAdministrative Agent, upon complete any Lender or partial liquidation any other Secured Party shall have any obligations or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable liability under the Collateral or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable Pledged Equity by reason of loss this Agreement, nor shall the Administrative Agent, any Lender or damage any other Secured Party be obligated to or otherwise with respect to perform any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable obligations or otherwise distributed in respect of or in exchange for or on account duties of the sale Borrower thereunder or other disposition of to take any action to collect or all of the then existing Collateralenforce any claim for payment assigned hereunder.

Grant of a Security Interest. (a) To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Documentthe Transaction Documents, each the Borrower hereby grants assigns and pledges to the Collateral Agent, on behalf of the Secured Parties (and their respective successors and assigns) and grants to the Collateral Agent, on behalf of the Secured Parties (and their successors and assigns), a security interest in all of such the Borrower’s 's right, title and interest in in, to and to under all of its assets, including without limitation all of the following property and interests in property (collectively, the “Collateral”"Pledged Assets"), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (ai) all AssetsReceivables purchased by or contributed (or otherwise transferred or pledged pursuant to the terms of the Purchase Agreement) to the Borrower under the Purchase Agreement from time to time (the "Pledged Receivables"), together with all Other Conveyed Property, Records and other property and interests in property Property related thereto to the Pledged Receivables purchased by or contributed (or otherwise transferred or pledged as collateral therefor, including, without limitationpursuant to the terms of the Purchase Agreement) to the Borrower under the Purchase Agreement, all Related Security related Polices to the Pledged Receivables, and all Collections and other moneys monies due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise)Contracts related to the Pledged Receivables; (bii) all right, title and interest of such Borrower in, to and under all Asset Documents and Related the Assigned Documents, includingincluding in each case, without limitation, all other moneys monies due and to become due to the Borrower under or in connection therewith, and, to the extent of the Borrower's interests therein (including any causes of actions thereunder and collections related thereto), all legal opinions, if any, delivered or rendered in connection with any item included in clause (i) above or this clause (ii) or any transaction related to any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)foregoing; (ciii) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account Lockbox (and each Deposit Account all checks and other items therein), the Lockbox Account, and all other bank and similar accounts relating to the collection of Assets and other Collateral Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accounts, and all investments made with in and all income from the investment of funds in the Collection Account, the Reserve Account, the Deposit Accounts Lockbox Account and such other accounts; (div) to the Titling Trustextent of the Borrower's interests therein, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights Records relating to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and any Pledged Receivables; (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, UCC financing statements filed by the Borrower against Maxtor under or in exchange for such Borrower’s interest in connection with the Titling TrustPurchase Agreement; (evi) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedLiquidation Proceeds relating to any Pledged Receivables; and (fvii) all proceeds of the foregoing property described in clauses (ai) through (evi) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each Borrower the Co‐Borrowers of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Borrower Co‐Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties (and their respective successors and assigns)Parties, a security interest in all of such BorrowerCo‐Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment), letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve Accounts; and (v) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, right, title and interest in and to all of the following property and interests in property (collectivelyto, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or hereinafter acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above andfollowing collectively, to the extent not otherwise includedconstituting Excluded Assets, all the “US Pledged Equity”): (A) (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any all investment property and general intangibles consisting of the foregoing and ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3 (c) Notwithstanding the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, dividendsCapital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, cashlicense or agreement, instruments and purchase money, capital lease or similar arrangement or create a termination right in favor of any other property from time party thereto (other than the Loan Parties or Holdings) after giving effect to time received, receivable or otherwise distributed in respect of or in exchange for or on account the applicable anti‐assignment provisions of the sale Bankruptcy Code or other disposition Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any or all of the then existing Collateral.Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf its successors and assigns, for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account, (v) the Expense Reserve Account; and (vi) all proceeds and products of the foregoing; provided that, the Collateral shall not include the Unfunded Exposure Account. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles NAI-15121569431515895953v1213 -44- consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. (a) To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Documentthe Transaction Documents, each the Borrower hereby assigns and pledges to the Agent, on behalf of the Lender (and their successors and assigns) and grants to the Agent, on behalf of the Secured Parties Lender (and their respective successors and assigns), a security interest in all of such the Borrower’s 's right, title and interest in in, to and to under all of its assets, including without limitation all of the following property and interests in property (collectively, the “Collateral”"Pledged Assets"), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (ai) all AssetsReceivables purchased by or contributed (or otherwise transferred or pledged pursuant to the terms of the Purchase Agreement) to the Borrower under the Purchase Agreement from time to time (the "Pledged Receivables"), together with all Other Conveyed Property, Records and other property and interests in property Property related thereto to the Pledged Receivables purchased by or contributed (or otherwise transferred or pledged as collateral therefor, including, without limitationpursuant to the terms of the Purchase Agreement) to the Borrower under the Purchase Agreement, all Related Security related Polices to the Pledged Receivables, and all Collections and other moneys monies due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise)Contracts related to the Pledged Receivables; (bii) all right, title and interest of such Borrower in, to and under all Asset Documents and Related the Assigned Documents, includingincluding in each case, without limitation, all other moneys monies due and to become due to the Borrower under or in connection therewith, and, to the extent of the Borrower's interests therein (including any causes of actions thereunder and collections related thereto), all legal opinions, if any, delivered or rendered in connection with any item included in clause (i) above or this clause (ii) or any transaction related to any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)foregoing; (ciii) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account Lockbox (and each Deposit Account all checks and other items therein), the Lockbox Account, and all other bank and similar accounts relating to the collection of Assets and other Collateral Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accounts, and all investments made with in and all income from the investment of funds in the Collection Account, the Reserve Account, the Deposit Accounts Lockbox Account and such other accounts; (div) to the Titling Trustextent of the Borrower's interests therein, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights Records relating to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and any Pledged Receivables; (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, UCC financing statements filed by the Borrower against Maxtor under or in exchange for such Borrower’s interest in connection with the Titling TrustPurchase Agreement; (evi) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedLiquidation Proceeds relating to any Pledged Receivables; and (fvii) all proceeds of the foregoing property described in clauses (ai) through (evi) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, the other Related Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Operating Account; and (v) all Proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, (1) Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing and (2) the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of the Borrower’s right, title and interest in and to, whether now owned or hereinafter acquired (collectively, the “Pledged Equity”): (i) all investment property and general intangibles consisting of the ownership, equity or other similar interests in each Permitted REO Subsidiary, including all of such Person’s limited 49 liability company interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of each such Permitted REO Subsidiary and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for each such Permitted REO Subsidiary in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral Portfolio and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Loan Assets, related Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and each Underlying Servicer Account owned by or established in the name of the Borrower; and (v) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateralforegoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral Portfolio and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio, Collateral or the Pledged Equity does not release any Loan Party from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf its successors and assigns, for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account, (v) the Expense Reserve Account; and (vi) all proceeds and products of the foregoing; provided that, the Collateral shall not include the Unfunded Exposure Account. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Collateral Agent, on behalf of the Secured Parties (and their respective successors and assigns) and (ii) grants a security interest to the Collateral Agent, on behalf of the Secured Parties (and their respective successors and assigns), a security interest in all of such Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the “Pledged Assets”) and all of the Borrower’s right, title and interest in, to and under the Pledged Assets: (ai) all AssetsReceivables purchased by or contributed (or otherwise purported to be transferred or pledged pursuant to the terms of the Sale and Contribution Agreement) to the Borrower under the Sale and Contribution Agreement from time to time (excluding any Receivable related to a Merchant Contract that has been repurchased by a Seller or otherwise released from the lien of this Agreement, together with collectively, the “Pledged Receivables”), (ii) all Other Conveyed PropertyProperty related to the Pledged Receivables, Records (iii) all Related Security related to the Pledged Receivables, and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and (iv) all Collections and other moneys monies due and to become due under or the Merchant Contracts related to the Pledged Receivables; provided, however, for the avoidance of doubt, any Receivable repurchased by a Seller in connection accordance with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise)Section 4.03 shall not be a Pledged Receivable; (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related the Assigned Documents, including, in each case, without limitation, all other moneys monies due and to become due to the Borrower under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)therewith; (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accountstherein, and all investments made with in, or credited to, and all income from the investment of funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights Records relating to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trustany Pledged Receivables; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts UCC financing statements filed by the Borrower against a Seller under or in connection with the Sale and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; andContribution Agreement; (f) all accounts, receivables, contract rights, general intangibles, instruments, chattel paper, documents and proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale sale; liquidation or other voluntary or involuntary disposition of any or all of the then existing CollateralPledged Receivables; and (g) all other assets of the Borrower.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each Borrower the Co‐Borrowers of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Borrower Co‐Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties (and their respective successors and assigns)Parties, a security interest in all of such BorrowerCo‐Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment), letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve Accounts; and (v) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, right, title and interest in and to all of the following property and interests in property (collectivelyto, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or hereinafter acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above andfollowing collectively, to the extent not otherwise includedconstituting Excluded Assets, all the “US Pledged Equity”): (A) (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any all investment property and general intangibles consisting of the foregoing and ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of -56- USActive 58806140.10 -56-60444631.4 SK 28388 0001 10656366 v3 (c) Notwithstanding the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, dividendsCapital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, cashlicense or agreement, instruments and purchase money, capital lease or similar arrangement or create a termination right in favor of any other property from time party thereto (other than the Loan Parties or Holdings) after giving effect to time received, receivable or otherwise distributed in respect of or in exchange for or on account the applicable anti‐assignment provisions of the sale Bankruptcy Code or other disposition Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any or all of the then existing Collateral.Excluded Amounts. -57- USActive 58806140.10 -57-60444631.4 SK 28388 0001 10656366 v3

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each Borrower the Company of all of the covenants and obligations to be performed by it pursuant to this Agreement Agreement, the Company hereby (i) collaterally assigns and each other Related Document, each Borrower hereby grants pledges to the Agent, on behalf of the Secured Parties Lenders (and their respective successors and assigns) and (ii) grants a security interest to the Agent, on behalf of the Lenders (and their successors and assigns), a security interest in all of such Borrowerthe Company’s right, title and interest in in, to and to under all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located:located (collectively, the “Collateral”): (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto Assets contributed (or otherwise transferred or pledged as collateral thereforor purportedly transferred or pledged pursuant to the terms of the Mossimo Contribution Agreement) to the Company under the Mossimo Contribution Agreement or obtained by the Company after the Closing Date, includingincluding all additional Trademarks obtained after the Closing Date and all Licenses entered into on or behalf of the Company after the Closing Date, without limitation, all related Polices and all Collections and other moneys monies due and to become due related to the Assets received on or after the date such Assets were contributed to (or otherwise transferred or pledged or purportedly transferred pursuant to the terms of the Mossimo Contribution Agreement) the Company under the Mossimo Contribution Agreement, including all Collections relating to any Licenses entered into by or in connection with on behalf of the Company after the Closing Date; (b) the Mossimo Contribution Agreement and all other agreements, documents and instruments evidencing, securing or guarantying any Assets and all other agreements, documents and instruments related to any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwisethe “Assigned Documents”); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitationin each case, all other moneys monies due and to become due to the Company under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)therewith; (c) all right, title and interest of such Borrower in, to and under the Collection Reserve Account, the Reserve Account and each Deposit Collection Account and all other bank and similar accounts relating to the collection of Assets and other Collateral Collections (whether now existing or hereafter established) and all funds held therein or in such other accountstherein, and all investments made with in and all income from the investment of funds in the Collection Account, the Reserve Account, the Deposit Accounts Collection Account and such other bank and similar accounts; (d) the Titling Trust, the Trust Certificates and the Trust Management Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) the Records relating to any Collateral and any of the other items or property described in clauses (a) through (d) above; (f) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests UCC financing statements filed by the Company against the Transferor under or in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedconnection with the Mossimo Contribution Agreement; and (fg) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Document, each the Borrower hereby grants to the Agent, on behalf of the Secured Parties (and their respective successors and assigns), a security interest in all of such the Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all AssetsLoans, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits indemnities or otherwise); (b) all right, title and interest of such the Borrower in, to and under all Asset Loan Documents and Related Documents, including, without limitation, and all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such the Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Trust Account and all other bank and similar accounts and lock-boxes relating to the collection of Assets Loans and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Trust Accounts and such other accountsaccounts and lock-boxes; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such the Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (fe) all proceeds of the foregoing property described in clauses (a) through (ed) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (rd) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral.

Grant of a Security Interest. To secure (a) The Seller hereby assigns and pledges to the prompt and complete payment when due Agent for the benefit of itself, the Obligations and the performance by each Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement Owners and each other Related DocumentIndemnified Party from time to time, each Borrower and hereby grants to the AgentAgent for the benefit of itself, on behalf of the Secured Parties (Owners and their respective successors and assigns)each other Indemnified Party from time to time, a security interest in and to all of such Borrower’s the Seller's right, title and interest in and to all of the following Pool Receivables, the Related Security with respect thereto and the Collections and all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described above in this clause (a)) (collectively the "Collateral"). (b) The assignment, pledge and security interest granted under this Section 11.10 secures the payment of all obligations of the Seller now or hereafter existing from time to time under this Agreement, any other instruments and documents furnished by the Seller pursuant hereto and otherwise in connection with this Agreement, whether for Collections received or deemed to have been received or otherwise payable by the Seller, either individually or as Collection Agent, repurchases of interests in property Pool Receivables, interest, capital, yield, fees (collectivelyincluding but not limited to any Collection Agent Fees), costs, expenses, taxes, indemnification or otherwise (all such obligations being the "Obligations"). (c) The Seller agrees that from time to time, at the expense of the Seller, the “Collateral”)Seller will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Seller will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or reasonably desirable, or as the Agent may reasonably request, in order to perfect and preserve the assignment and security interest granted or purported to be granted hereby. The Seller hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Seller where permitted by law, and the Agent shall notify the Seller of each case whether tangible such filing. A photocopy or intangible and whether now owned other reproduction of this Agreement or existing any financing statement covering the Collateral or hereafter arising or acquired and wheresoever located:any part thereof shall be sufficient as a financing statement where permitted by law. (ad) all AssetsThe Seller hereby irrevocably appoints the Agent as the Seller's attorney-in-fact, together with all Other Conveyed Propertyfull authority in the place and stead of the Seller and in the name of the Seller or otherwise, Records from time to time in the Agent's discretion following the occurrence and other property during the continuance of an Event of Investment Ineligibility, to take any action and interests in property related thereto to execute any instrument which the Agent may deem necessary or pledged as collateral thereforadvisable to accomplish the purposes of the assignment, grant and security interest granted hereunder, including, without limitation: (i) to ask, all related Polices demand, collect, sue for, recover, compromise, receive and all Collections and other give acquittance anx xeceipts for moneys due and to become due under or in connection with the Collateral, (ii) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, if any, in connection therewith, and (iii) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits Collateral or otherwise); (b) all right, title and interest of such Borrower in, otherwise to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any enforce the rights of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral. (e) If the Seller fails to perform any agreement contained herein, the Agent may itself perform, or cause performance of, such agreement, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller under Section 11.06. (f) The powers conferred on the Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (g) If any Event of Investment Ineligibility shall have occurred and be continuing: (i) The Agent may exercise any and all rights and remedies of the Seller in respect of the Collateral. (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed The Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC in effect in the State of New York (whether or not such UCC applies to the affected Collateral). (iii) All payments received by the Seller in respect of the Collateral shall be received in trust for the benefit of the Agent, shall (upon request by the Agent) be segregated from other funds of the Seller and shall be forthwith paid over to the Agent in the same form as so received (with any necessary indorsement). (iv) All payments made in respect of the Collateral, and all cash proceeds in respect of any sale of, collection from, or other realization upon all or any part of the Collateral, received by the Agent may, in the discretion of the Agent, be held by the Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Agent pursuant to Section 11.06) in whole or in exchange part by the Agent for the Owners or on account the applicable Indemnified Parties against, all or any part of the sale Obligations in such order as the Agent shall elect. Any surplus of such payments or other disposition cash proceeds held by the Agent and remaining after payment in full of all the Obligations shall be paid over to the Seller or to whomsoever may be lawfully entitled to receive such surplus. (h) Anything herein to the contrary notwithstanding, (i) the Seller shall remain liable under each Contract to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Agent of any or all of the then existing Collateralrights hereunder shall not release the Seller from any of its duties or obligations under any Contract and (iii) neither the Agent nor any Investor nor any other Indemnified Party shall have any obligation or liability under any Contract by reason of this Section 11.10, nor shall the Agent or any Investor or any other Indemnified Party be obligated to perform any of the obligations or duties of the Seller thereunder.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Lender (and their respective its successors and assigns) and (ii) grants a security interest to the Agent, on behalf of the Lender (and its successors and assigns), a security interest in all of such Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the "Pledged Assets") and all of the Borrower's right, title and interest in, to and under the Pledged Assets: (a) all Receivables purchased by (or purportedly purchased by) the Borrower under the Receivables Purchase Agreement (collectively, the "Pledged Receivables"), together with all Collateral and all Related Security related to the Pledged Receivables, all Collections and other monies due and to become due to the Borrower in respect of any Pledged Receivable and any security therefor received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Receivables Purchase Agreement; (b) the Assigned Documents, including in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith, and all legal opinions delivered or rendered in connection with any item included in clause (a) above or this clause (b) or any transaction related to any of the foregoing; (c) the Lockbox, the Lockbox Account, the Collection Account, the Sinking Fund Account, and all other bank and similar accounts relating to the collection of Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accounts, and all investments in and all income from the investment of such funds in the Lockbox Account (if any), the Collection Account, the Sinking Fund Account, and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by the Borrower against SRI under or in connection with the Receivables Purchase Agreement; (f) the Sinking Fund Agreement; (g) all Purchased Rate Caps; (h) all Swap Documents; (i) all Liquidation Proceeds relating to any Pledged Receivables; (j) all Acceptable Environmental Reports and similar environmental reports certified or assigned to the Borrower which are related to Pledged Receivables; and (fk) all proceeds of the foregoing property described in clauses (a) through (ej) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Assets.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, the other Related Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account; and (v) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral.foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Document, each the Borrower hereby grants to the Agent, on behalf of the Secured Parties (and their respective successors and assigns), a security interest in all of such the Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all AssetsLoans, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits indemnities or otherwise); (b) all right, title and interest of such the Borrower in, to and under all Asset Loan Documents and Related Documents, including, without limitation, and all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such the Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Trust Account and all other bank and similar accounts and lock-boxes relating to the collection of Assets Loans and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Trust Accounts and such other accountsaccounts and lock-boxes (subject, in the case of the Trust Accounts, to the Trust Account Intercreditor Agreements); (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such the Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (fe) all proceeds of the foregoing property described in clauses (a) through (ed) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (rd) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties (and their respective successors and assigns) and (ii) grants a security interest to the Agent, on behalf of Secured Parties (and their successors and assigns), a security interest in all of such the Borrower’s right, title and interest in in, to and to under all of the following property whether tangible or intangible and interests in property whether now owned or existing or hereafter arising or acquired and wheresoever located (collectively, the “Collateral”), ) and all other property and assets of any type or nature in each case whether tangible or intangible and which the Borrower has an interest whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all AssetsReceivables purchased by or contributed (or otherwise purported to be transferred or pledged pursuant to the terms of the Purchase and Contribution Agreement) to the Borrower under the Purchase and Contribution Agreement from time to time (the “Pledged Receivables”), all Other Conveyed Property related to the Pledged Receivables purchased by or contributed (or otherwise transferred or pledged pursuant to the terms of the Purchase and Contribution Agreement) to the Borrower under the Purchase and Contribution Agreement, all Related Security related to the Pledged Receivables, all interests of the Borrower in all the Equipment related to the Pledged Receivables (together with all Other Conveyed Property, Records and other property and security interests in property and Insurance Proceeds related thereto to such Equipment and all proceeds from the disposition of such Equipment, whether by sale to the related Obligors or pledged as collateral thereforotherwise), including, without limitation, all related Polices and all Collections and other moneys monies due and to become due under the Contracts related to the Pledged Receivables received on or in connection with any of after the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise)applicable Cut-Off Date to such Pledged Receivables under the Purchase and Contribution Agreement; (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related the Assigned Documents, including, in each case, without limitation, all other moneys monies due and to become due to the Borrower under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)therewith; (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accountstherein, and all investments made with in and all income from the investment of funds in the Collection Account, the Reserve Account, the Deposit Accounts Account and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights Records relating to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trustany Pledged Receivables; (e) all equipmentUCC financing statements filed by the Borrower against Xxxxxx under or in connection with the Purchase and Contribution Agreement; (f) each Qualifying Interest Rate Hedge, inventoryeach other interest rate protection agreement entered into with respect to the transactions contemplated under this Agreement and, in each case, all payments thereunder; (g) all Liquidation Proceeds relating to any Pledged Receivables; (h) all accounts, receivables, contract rights, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts documents and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables; and (i) all other assets of the Borrower, whether constituting accounts, receivables, contract rights, general intangibles, instruments, chattel paper, documents or goods.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (other than any amounts paid to the Borrower pursuant to Section 2.04(c)(xvii), if any (the “Excluded Amounts”)) (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Pool A Receivables and Pool B Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement from time to time (such Pool A Receivables, the “Pledged Pool A Receivables”, and such Pool B Receivables, the “Pledged Pool B Receivables”), all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and insurance proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), any Security Deposits or Cash Reserve related to such Pledged Receivables, all Collections and other monies due and to become due under the Contracts (and, if applicable, Underlying Contracts) related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (c) the Collection Account, Collection Sub-Account, the Lockbox, the Lockbox Account described in clause (i)(x) of the definition thereof, the LEAF II Lockbox Account, the Security Deposit Account, each Cash Reserve Account and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Collection Sub-Account, the Lockbox Account described in clause (i)(x) of the definition thereof, the LEAF II Lockbox Account, the Security Deposit Account, each Cash Reserve Account and such other accounts; (d) the Records relating to any Pledged Receivables (other than the Excluded Amounts); (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) [reserved]; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby collaterally assigns and pledges to the Agent, on behalf of the Lender (and its successors and assigns) and grants to the Agent, on behalf of the Secured Parties Lender (and their respective its successors and assigns), a security interest in all of such the Borrower’s 's right, title and interest in in, to and to under all of the following property and interests in property (collectively, the “Collateral”"Pledged Assets"), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all AssetsReceivables purchased by (or purportedly purchased by) the Borrower under either of the Borrower Receivables Purchase Agreements (collectively, the "Pledged Receivables"), together with all Other Conveyed PropertyCollateral and all Related Security related to the Pledged Receivables, Records all Collections and other property monies due and interests to become due to the Borrower in property related thereto respect of any Pledged Receivable and any security therefor received on or pledged as collateral thereforafter the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under either of the Borrower Receivables Purchase Agreements; (b) the Assigned Documents, includingincluding in each case, without limitation, all related Polices and all Collections and other moneys monies due and to become due to the Borrower under or in connection with any of the foregoing (whether in respect of principaltherewith, interest, fees, expenses, indemnities, death benefits and all legal opinions delivered or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or rendered in connection with any item included in clause (a) above or this clause (b) or any transaction related to any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)foregoing; (c) all rightthe Lockbox, title and interest of such Borrower inthe Lockbox Account, to and under the Collection Account, the Reserve Account and each Deposit Account Sinking Fund Account, and all other bank and similar accounts relating to the collection of Assets and other Collateral Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accounts, and all investments made with in and all income from the investment of such funds in the Lockbox Account (if any), the Collection Account, the Reserve Sinking Fund Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights Records relating to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trustany Pledged Receivables; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters UCC financing statements filed by the Borrower against RFI or EFI under or in connection with either of credit, letter of credit rights, certificates of deposit, deposit accounts the Borrower Receivables Purchase Agreements; (f) the Sinking Fund Agreement; (g) all Purchased Rate Caps; (h) all Liquidation Proceeds relating to any Pledged Receivables; (i) all Environmental Reports and all other property and interests in property of such Borrower, whether tangible similar environmental reports certified or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedassigned to the Borrower which are related to Pledged Receivables; and (fj) all proceeds of the foregoing property described in clauses (a) through (ei) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables.

Grant of a Security Interest. To secure (a) The Seller hereby assigns and pledges to the prompt and complete payment when due Agent for the benefit of itself, the Obligations and the performance by each Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement Owners and each other Related DocumentIndemnified Party from time to time, each Borrower and hereby grants to the AgentAgent for the benefit of itself, on behalf of the Secured Parties (Owners and their respective successors and assigns)each other Indemnified Party from time to time, a security interest in and to all of such Borrower’s the Seller's right, title and interest in and to all of the following Pool Receivables, the Related Security with respect thereto and the Collections and all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described above in this clause (a)) (collectively the "Collateral"). (b) The assignment, pledge and security interest granted under this Section 11.10 secures the payment of all obligations of the Seller now or hereafter existing from time to time under this Agreement, any other instruments and documents furnished by the Seller pursuant hereto and otherwise in connection with this Agreement, whether for Collections received or deemed to have been received or otherwise payable by the Seller, either individually or as Collection Agent, repurchases of interests in property Pool Receivables, interest, capital, yield, fees (collectivelyincluding but not limited to any Collection Agent Fees), costs, expenses, taxes, indemnification or otherwise (all such obligations being the "Obligations"). (c) The Seller agrees that from time to time, at the expense of the Seller, the “Collateral”)Seller will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Seller will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or reasonably desirable, or as the Agent may reasonably request, in order to perfect and preserve the assignment and security interest granted or purported to be granted hereby. The Seller hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Seller where permitted by law, and the Agent shall notify the Seller of each case whether tangible such filing. A photocopy or intangible and whether now owned other reproduction of this Agreement or existing any financing statement covering the Collateral or hereafter arising or acquired and wheresoever located:any part thereof shall be sufficient as a financing statement where permitted by law. (ad) all AssetsThe Seller hereby irrevocably appoints the Agent as the Seller's attorney-in-fact, together with all Other Conveyed Propertyfull authority in the place and stead of the Seller and in the name of the Seller or otherwise, Records from time to time in the Agent's discretion following the occurrence and other property during the continuance of an Event of Investment Ineligibility, to take any action and interests in property related thereto to execute any instrument which the Agent may deem necessary or pledged as collateral thereforadvisable to accomplish the purposes of the assignment, grant and security interest granted hereunder, including, without limitation: (i) to ask, all related Polices demand, collect, sue xxx, recover, compromise, receive and all Collections give acquittance and other receipts for moneys due and to become due under or in connection with the Collateral, (ii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper, if any, in connection therewith, and (iii) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits Collateral or otherwise); (b) all right, title and interest of such Borrower in, otherwise to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any enforce the rights of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral. (e) If the Seller fails to perform any agreement contained herein, the Agent may itself perform, or cause performance of, such agreement, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller under Section 11.06. (f) The powers conferred on the Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (g) If any Event of Investment Ineligibility shall have occurred and be continuing: (i) The Agent may exercise any and all rights and remedies of the Seller in respect of the Collateral. (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed The Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC in effect in the State of New York (whether or not such UCC applies to the affected Collateral). (iii) All payments received by the Seller in respect of the Collateral shall be received in trust for the benefit of the Agent, shall (upon request by the Agent) be segregated from other funds of the Seller and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement). (iv) All payments made in respect of the Collateral, and all cash proceeds in respect of any sale of, collection from, or other realization upon all or any part of the Collateral, received by the Agent may, in the discretion of the Agent, be held by the Agent as collateral for, and/or then or at any tune thereafter applied (after payment of any amounts payable to the Agent pursuant to Section 11.06) in whole or in exchange part by the Agent for the Owners or on account the applicable Indemnified Parties against, all or any part of the sale Obligations in such order as the Agent shall elect. Any surplus of such payments or other disposition cash proceeds held by the Agent and remaining after payment in full of all the Obligations shall be paid over to the Seller or to whomsoever may be lawfully entitled to receive such surplus. (h) Anything herein to the contrary notwithstanding, (i) the Seller shall remain liable under each Contract to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Agent of any or all of the then existing Collateralrights hereunder shall not release the Seller from any of its duties or obligations under any Contract and (iii) neither the Agent nor any Investor nor any other Indemnified Party shall have any obligation or liability under any Contract by reason of this Section 11.10, nor shall the Agent or any Investor or any other Indemnified Party be obligated to perform any of the obligations or duties of the Seller thereunder. [The remainder of this page has been intentionally left blank.] 62

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf for its benefit and the benefit of the Secured Parties Lenders (and their respective successors and assigns) and (ii) grants a security interest to Agent, for its benefit and the benefit of Lenders (and their successors and assigns), a security interest in all of such Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any assets of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located (collectively, the “Pledged Assets”): (a) all Receivables, including without limitation the Receivables originated by Borrower or purchased by or contributed (or otherwise transferred or pledged pursuant to the terms of an Assignment) to Borrower from time to time, included in or comprising part of the Borrowing Base or otherwise pledged to Agent and not released pursuant to the last paragraph of this Section 2.10 (collectively, the “Pledged Receivables”) and all records, documents, collateral and other property related thereto, all Other Conveyed Property related to the Pledged Receivables, all Related Security related to the Pledged Receivables, all interest of Borrower in all Underlying Collateral related to the Pledged Receivables (together with all security interests in and insurance proceeds related to such Underlying Collateral and all proceeds from the disposition of such Underlying Collateral, whether by sale to the related Obligors or otherwise), all Collections and other monies due and to become due under the Contracts (or otherwise) related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by or contributed to (or purportedly purchased by or contributed to) Borrower under an Assignment; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to Borrower under or in connection therewith; (c) the Operating Account and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Operating Account and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by Borrower against Seller, as the case may be, under or in connection with an Assignment related to the Pledged Receivables; (f) all Liquidation Proceeds relating to any Pledged Receivables; (g) all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, instruments, inventory, investment property and any supporting obligations related to a Pledged Receivable; (h) all books and records pertaining to the other property described in this Section 2.10; (i) all property of Borrower held by Agent or any Lender, including all property of every description, in the custody of or in transit to Agent or any Lender for any purpose, including safekeeping, collection or pledge, for the account of Borrower or as to which Borrower may have any right or power, including but not limited to cash, relating to a Pledged Receivable; (j) all other goods (including but not limited to fixtures) and personal property of Borrower, whether tangible or intangible and wherever located, related to the Pledged Receivables; and (fk) all proceeds of the foregoing property described in clauses (a) through (ej) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Pledged Receivables. So long as (i) there is no Default or Event of Default occurring or would result therefrom, (ii) Borrower has paid any and all fees and other amounts due as a result thereof (including, without limitation, Breakage Fees) and (iii) the Facility Amount exceeds the lesser of the Borrowing Limit and the Borrowing Base both before and after giving effect to such release, Borrower may, upon two (2) Business Days’ prior written notice to Agent by Borrower, request the release of a Pledged Receivable from the Collateral. Upon receipt of such notice, Agent shall promptly release such Pledged Receivable and deliver to Borrower termination statements, mortgage releases and other documents, in form and substance reasonably satisfactory to Agent, necessary or appropriate to evidence the termination of the Liens on such Pledged Receivable.

Grant of a Security Interest. To secure the prompt and ---------------------------- complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby collaterally assigns and pledges to the Agent and grants to the Agent, on behalf of the Secured Parties Lender and the Agent (and their respective successors and assigns), a security interest in all of such the Borrower’s 's right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”"Pledged Assets"), in each case whether tangible or intangible and whether now owned or -------------- existing or hereafter arising or acquired and wheresoever located: (a) all AssetsPurchased Receivables (the "Pledged Purchased Receivables") and ----------------------------- Loan Receivables (the "Pledged Loan Receivables", and together with the ------------------------ Pledged Purchased Receivables, the "Pledged Receivables"), together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor------------------- Related Security, including, without limitation, all related Polices and all Collections and other moneys monies due and to become due under or in connection with any of to the foregoing (whether Borrower in respect of principal, interest, fees, expenses, indemnities, death benefits any Pledged Receivable and any security therefor received on or otherwise)after the applicable Cut- Off Date; (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Funding Sale Agreement, the Seller Note, the Parent Agreement, each Loan Agreement, each Note and each Purchase Agreement including, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (c) the Agent's Account, the Reserve Account and Spread Account, each Deposit Health Care Provider Lockbox Account, each New Health Care Provider Lockbox Account, each Preexisting Lockbox Account, each New Lockbox Account and all other bank and similar accounts relating to the collection of Assets and other Collateral Pledged Receivables (whether now existing or hereafter established) and all funds held therein or in such other accounts, and all investments made with income from the investment of funds in the Collection Agent's Account, the Reserve Account, the Deposit Accounts Spread Account and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (fd) all proceeds of the foregoing property described in clauses (a) through (ec) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf its successors and assigns, for the benefit of the Secured Parties Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (collectively, the “Collateral”): (i) all accounts, money, cash and their respective successors currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and assignsCollections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Accounts, (v) the Expense Reserve Account; (vi) the Operating Account; (vii) the Custody Accounts; and (viii) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or -59- indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such BorrowerHolding’s right, title and interest in and to all of the following property and interests in property to, whether now owned or hereinafter acquired (collectively, the “CollateralPledged Equity”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with ): (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower, including the Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options and or other rights to acquire beneficial any membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing. (c) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Collateral and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral, Collateral or the Pledged Equity does not release the Borrower or Holdings from any of its duties or obligations under the Collateral, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Document, each Borrower hereby grants to the Agent, on behalf of the Secured Parties (and their respective successors and assigns), a security interest in all of such Borrower’s right, title and interest in and to all of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and Account, each Deposit Policy Account and all other bank and similar accounts relating to the collection of Assets and other Collateral collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts Account and such other accounts; (d) to the extent related to Purchased Policies and Purchased Annuities, the Titling Trust, the applicable Trust Certificates and the applicable Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the such Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the such Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the such Trust Agreement or otherwise as owner or holder of the such Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the such Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the such Titling Trust or to receive distributions of the such Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the such Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender Lenders is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral. Each of the Borrowers hereby authorizes Agent to prepare and file financing statements (including any amendments, assignments or continuations thereof) provided for by the UCC and to take such other action as may be required, in Agent’s sole judgment, in order to perfect and to continue the perfection of Agent’s security interest in the Collateral, including, without limitation, to file a UCC financing statement naming any Borrower as the debtor and describing the collateral as “all assets” of such Borrower.

Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Transaction Document, each whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, on behalf for the benefit of the Secured Parties (and their respective successors and assigns)Parties, a security interest in all of such the Borrower’s right, title and interest in in, to and to under all of the following property and interests in property (collectively, the “Collateral”)its property, in each case whether tangible or intangible and case, whether now owned or existing or hereafter arising or hereinafter acquired and wheresoever wherever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, the following (collectively, together with the Pledged Equity and the Subsidiary Guarantor Collateral (as defined below), the “Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, all other property consisting of the Loan Assets, related Polices Portfolio Assets and Collections (but excluding the obligations thereunder), and all Collections other assets and other moneys due and to become due under or in connection with any property; (ii) all Records; (iii) each Secured Account; (iv) all Proceeds of the foregoing foregoing; and (whether in respect v) all proceeds and products of principal, interest, fees, expenses, indemnities, death benefits or otherwise);the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of the Borrower’s right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Accountfollowing, whether now owned or hereinafter acquired (collectively, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts;“Subsidiary Guarantor Pledged Equity”): (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrantsinvestment property and general intangibles consisting of the ownership, equity or other similar interests in each Subsidiary Guarantor; (ii) all certificates, instruments, writings and securities (if any) evidencing the foregoing; (iii) the operating agreement and other organizational documents of each Subsidiary Guarantor and all options and or other rights to acquire beneficial any partnership, membership or other interests in the Titling Trust and all of under such Borrower’s rights to participate in, operating agreement or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, other organizational documents; (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assetsdividends, upon complete or partial liquidation or otherwise and (v) all distributions, cashcapital, property, profits and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located; and (f) all proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest, dividends, cash, instruments surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for the Borrower in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. (c) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower and Holdings of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ right, title and interest in and to, whether now owned or hereinafter acquired (collectively, the “Holdings Pledged Equity”): (i) all investment property and general intangibles consisting of the ownership, equity or other similar interests in the Borrower; (ii) all certificates, instruments, writings and securities (if any) evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any partnership, membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. (d) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower and the Subsidiary Guarantors of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Subsidiary Guarantor hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Subsidiary Guarantor’s right, title and interest in, to and under all of its property, in each case, whether now owned or hereinafter acquired and wherever located, including, without limitation, the following (collectively, the “Subsidiary Guarantor Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, and all other assets and property, including property consisting of the Loan Assets, related Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) each Secured Account and (v) all proceeds and products of the foregoing. (e) [Reserved]. (f) Anything herein to the contrary notwithstanding, (i) the Borrower, Holdings and the Subsidiary Guarantors (as applicable) shall remain liable under the Collateral Portfolio and the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio, Collateral or the Pledged Equity does not release any Loan Party from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the Pledged Equity and (iii) none of the Administrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the obligations or duties of the Loan Parties thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related Documentthe Transaction Documents, each the Borrower hereby collaterally assigns and pledges to the Administrator, and grants to the AgentAdministrator, on behalf for the benefit of the Secured Parties (and their respective successors and assigns)Lender, a security interest in all assets of such the Borrower, including, without limitation, all of the Borrower’s right, title and interest in in, to and to under all of the following property and interests in property (collectively, the “CollateralPledged Assets”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all AssetsReceivables purchased by or contributed to (or purportedly purchased by or contributed to) the Borrower under the PCA (the “Pledged Receivables”), all Other Conveyed Property related to the Pledged Receivables purchased by or contributed to (or purportedly purchased by or contributed to) the Borrower under the PCA, together with all Other Conveyed Property, Records and other property and interests in property Related Security related thereto or pledged as collateral thereforto the Pledged Receivables, including, without limitation, the security interest of the Borrower in all related Polices and Financed Vehicles, all Collections and other moneys monies due and to become due under or in connection with any of to the foregoing (whether Borrower in respect of principal, interest, fees, expenses, indemnities, death benefits any Pledged Receivable and any security therefor received on or otherwise)after the date such Pledged Receivables were purchased by or contributed to (or purportedly purchased by or contributed to) the Borrower under the PCA; (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related the Assigned Documents, includingincluding in each case, without limitation, all other moneys rights and benefits of Borrower thereunder and all monies due and to become due to the Borrower under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise)therewith; (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets Pledged Receivables (whether now existing or hereafter established), including without limitation, the Lockbox Account and other Collateral the Collection Account, and all funds held therein or in such other accounts, and all investments made with in and all income from the investment of such funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) all UCC financing statements filed by the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower against Freedom Financial under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in connection with the Titling TrustPCA; (e) all equipment, inventory, Liquidation Proceeds relating to any Pledged Receivables; (f) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts general intangibles and all other property and interests instruments (as those terms are defined in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedthe UCC); and (fg) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Receivables purchased by, or otherwise transferred or pledged to (pursuant to the terms of the Purchase and Sale Agreement) the Borrower under the Purchase and Sale Agreement from time to time (such Receivables, the “Pledged Receivables”, all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and Insurance Proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), all Collections and other monies due and to become due under the Contracts related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith; (c) the Collection Account, the Lockbox, the Lockbox Account, and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Lockbox Account, and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) [Reserved]; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations and the performance by each the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Related DocumentAgreement, each the Borrower hereby grants (i) collaterally assigns and pledges to the Agent, on behalf of the Secured Parties Collateral Agent (and their respective its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all of such Borrower’s right, title and interest in and to all property of the following property and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death benefits or otherwise); (b) all right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise); (c) all right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account and each Deposit Account and all other bank and similar accounts relating to the collection of Assets and other Collateral and all funds held therein or in such other accounts, and all investments made with funds in the Collection Account, the Reserve Account, the Deposit Accounts and such other accounts; (d) the Titling Trust, the Trust Certificates and the Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in the Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of the Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under the Trust Agreement or otherwise as owner or holder of the Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s interest in the Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of its interest in the Titling Trust or to receive distributions of the Titling Trust’s assets, upon complete or partial liquidation or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for such Borrower’s interest in the Titling Trust; (e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever locatedlocated (other than any amounts paid to or on behalf of the Borrower pursuant to Sections 2.04(a)(vii)(C) or 2.04(a)(xvi) (and, if applicable, subsection (a)(vi)(C) of Schedule 2.04(a)), if any (collectively, the “Excluded Amounts”)) (collectively, the “Pledged Assets”), including, without limitation, all of the Borrower’s right, title and interest in, to and under: (a) all Receivables purchased by, or otherwise transferred or pledged to (pursuant to the terms of the Purchase and Sale Agreement) the Borrower under the Purchase and Sale Agreement from time to time (such Receivables, the “Pledged Receivables”, all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and Insurance Proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), all Collections and other monies due and to become due under the Contracts related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement; (b) the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith (other than the Excluded Amounts); (c) the Collection Account, the Lockbox, the Lockbox Account described in clause (i)(x) of the definition thereof, the LEAF III Lockbox Account, and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Lockbox Account described in clause (i)(x) of the definition thereof, the LEAF III Lockbox Account, and such other accounts; (d) the Records relating to any Pledged Receivables; (e) all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement; (f) Reserved; (g) each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder; (h) all Liquidation Proceeds relating to any Pledged Receivables; and (fi) all proceeds of the foregoing property described in clauses (a) through (eg) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender is the loss payee thereof), indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing CollateralPledged Receivables. The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.