Common use of Grant of Security Interest; Collateral Clause in Contracts

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: (i) all Leases and all amounts due or to become due under the Leases, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself Agent and the other Lenders, a valid, perfected and continuing first first-priority security interest in and Lien upon upon, and pledges to Agent, for the benefit of Agent and Lenders, all of Borrower’s assets, personal property, goods, Instruments, Equipment, Inventory, Fixtures, Accounts, General Intangibles, Chattel Paper, Contract Rights, Contracts, Documents, Letter-of-Credit Rights, Deposit Accounts, Software, Money, Investment Property, Health-Care-Insurance Receivables, Supporting Obligations and the Proceeds of each and all other types of property, in each case whether now owned or existing or hereafter from time to time acquired or coming into existence, including without limitation, all of Borrower’s right, titletitle and interest in, to and interestunder all of the following, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under : (i) all of Borrower’s assets (collectively, tangible personal property related to the “Collateral”)Underlying Loans, including, but not limited without limitation, all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), and Computer Hardware and Software, now owned or hereafter acquired related to Borrower’s the Pledged Loans; (ii) all right, title and interest, if any, in, interest of Borrower in and to and under: (i) all Leases any and all amounts due or to become due under the Leases, (ii) all Inventory Pledged Loans and other personal property securing the payment of any Lease, Attached Equity Interests; (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other of Borrower’s intangible personal property credited related to the Collateral Account; (v) the Purchase Pledged Loans, including, without limitation, all present and Sale Agreementfuture Accounts, each Servicing AgreementSecurities, and the Backup Servicing Agreement and all rightsContract Rights, remedies, powers, privileges, and claims under those contracts, (vi) all AccountsPermits, General Intangibles, Chattel Paper, InstrumentsInvestment Property, Intellectual Property, Documents, GoodsInstruments, money Deposit Accounts, Letter-of-Credit Rights and any Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, Deposit Accountstax refunds, Investment Propertyinsurance proceeds (including, letters without limitation, proceeds of creditany life insurance policy), Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual propertynow owned or hereafter acquired, and oil, gas all intangible and other minerals; (vii) all other tangible personal property and other types relating to or arising out of property any of Borrower (except as limited in clause (iv) above)the foregoing, including, but not limited to, the following: (A) All right, title and interest of Borrower in and to the Underlying Loans and Underlying Loan Documents related thereto; (B) All right, title and interest of Borrower in and to all goods other property whether now or hereafter owned, acquired or held by Borrower which secures (or constitutes collateral for) any of the Underlying Loans or Underlying Loan Documents, including without limitation, all Attached Equity Interests and all right, title and interest in and to all financing statements perfecting such security interests in any of the foregoing; (C) All right, title and interest of Borrower in and to all guaranties and other instruments by which any Person guarantees the payment or performance of the Underlying Loans; (D) All right, title and interest of Borrower in and to all insurance policies pertaining to or obtained by any Underlying Borrower or Borrower in connection with, or arising out of, any Underlying Loan Document; (E) All right, title and interest of Borrower in and to all commitments and other agreements to purchase any Pledged Loans; (F) All right, title and interest of Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing; (G) All files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of Borrower relating to the Accounts (including all information, data, programs, tapes, discs and cards necessary to administer and service the Pledged Loans); (H) all rights, claims, actions and causes of action under Underlying Loan Documents, now existing or hereafter accruing in favor of the holder thereof, including rights of acceleration, rights to exercise remedies, rights in respect of representations, warranties, covenants and indemnities and rights under guaranties or other instruments or agreements evidencing or assuring payment or performance thereunder; (I) All right, title and interest of Borrower in and to the Administration Agreement, and all rights (including, but not limited without limitation, Borrower’s rights of enforcement and all precautionary Lien granted) thereunder; (J) all policies of insurance (including without limitation, casualty and hazard insurance and policies of owner’s or mortgagee’s title insurance), or rights as loss payee or endorsee thereof, and escrow agreements, all tax, insurance, security or other deposits, including rights in respect of letters of credit evidencing or securing any such deposit, and rights acquired by reason of condemnation or exercise of the power of eminent domain with respect to any Underlying Collateral; (K) All contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in (A) through (J) above and as to all such Collateral described in (A) through this subparagraph (K) whether now existing or hereafter at any time acquired or arising; (L) All now existing or hereafter arising rights to service, administer and/or collect Underlying Loans and all rights to the payment of money on account of such servicing, administration and/or collection activities; (M) the Controlled Accounts and all money, investment property, instruments and other property credited to, carried in or deposited in the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease Controlled Accounts; any and (viii) all Proceeds of all additions to any of the foregoing foregoing, and any and all other types replacements, products and proceeds (including insurance proceeds) of property any of Borrower (except as limited in clause (iv) above)the foregoing. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral the Pledged Loans in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take make all necessary action filings with respect thereto to grant and perfect a first Agent’s first-priority Lien thereon in favor of Agent for the benefit of itself and the other Lenderssecurity interest therein. (c) Borrower has full right and power to grant to Agent, for the benefit of itself Agent and the other Lenders, a perfected, first first-priority security interest and Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted LiensPerson. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Lienson behalf of Agent. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.82.9. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretionsole discretion, in order to perfect and to continue the perfection of Agent’s Lien on security interests in the Collateral, for . Without limiting the benefit of itself and the other Lenders, including a notice that any disposition generality of the Collateralforegoing, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such hereby agrees that such financing statements may indicate (i) describe the Collateral as “"all personal property of debtor" or "all assets of the Debtor” debtor" or words of similar effect, or (ii) describe the Collateral as being of an equal or lesser scope, scope or with greater detail, all in the Agent’s sole discretion. or (eiii) For the avoidance contain any information required by part 5 of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all Article 9 of the Obligations. (f) Agent, Lenders Code for the sufficiency of filing office acceptance. Borrower also hereby ratifies any and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved all financing statements or amendments previously filed by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreementjurisdiction.

Grant of Security Interest; Collateral. As collateral security for the prompt payment in full when due (awhether at stated maturity, by acceleration or otherwise) To secure the payment and performance of the Obligationsobligations due the Secured Party under the Notes, Borrower each Debtor hereby pledges and grants to Agentthe Secured Party, for the benefit of itself and the other Lenderseach Purchaser, a valid, perfected Lien on and continuing first priority Lien upon security interest in and to all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrowersuch Debtor’s right, title and interestinterest in the following properties and assets of such Debtor, if anywhether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, in, to together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and under: Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Leases and Investment Property, including without limitation all amounts due equity interests now owned or to become due under the Leases, hereafter acquired by such Debtor; (iij) all Inventory and other personal property securing Deposit Accounts, including, without limitation, the payment of any Lease, balance from time to time in all bank accounts maintained by such Debtor; (iiik) all Portfolio Documents Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, remediesclaims and benefits against any Person relating thereto), powers, privilegesother rights to payments not otherwise included in the foregoing, and claims all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the Portfolio Documentscontrol of such Debtor, (iv) the Collateral Account and all funds and other property credited or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually contrary contained herein or in any Transaction Document, in no event shall the aggregate, involving damages of more than $500,000 related security interest granted herein or therein attach to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other LendersExcluded Assets. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority (other than with respect to property or assets covered by Permitted Liens) security interest in and Lien upon upon, and pledges to Agent, for the benefit of itself and the other Lenders, all of Borrower’s right, titletitle and interest in, to and interestunder all of the following, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to: (i) all of the Receivables pledged to Agent pursuant to the Original Loan Agreement or any other Loan Document (as defined in the Original Loan Agreement), and under all other Receivables subsequently pledged to Agent, whether pursuant to this Agreement or any Collateral Assignment (and all replacements of Borrower’s assets such Receivables which have been pledged to Agent for the benefit of Lenders in accordance with the terms of this Agreement or any Collateral Assignment) (collectively, the “CollateralPledged Receivables”), includingtogether with all Timeshare Agreements, but not limited Timeshare Mortgages, and Consumer Documents related to Borrower’s rightsuch Receivables, title and interest, if any, in, to and under: (i) all Leases and all amounts payments due or to become due under thereunder in whatever form, including without limitation cash, checks, notes, drafts and other instruments for the Leasespayment of money, and all books and records, including all computer records, relating thereto; (ii) All proceeds, property, property rights, privileges and benefits arising out of, from the enforcement of, or in connection with, all Inventory present and future Pledged Receivables and all Timeshare Agreements, Timeshare Mortgages, and other personal Consumer Documents related thereto, including without limitation, to the extent applicable, all property returned by or reclaimed or repossessed from purchasers thereunder, all rights of foreclosure, termination, dispossession, repossession, all documents, instruments, contracts, liens and security instruments and guaranties relating to such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents, all collateral and other security securing the payment obligations of any LeasePerson under or relating to such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents, including, without limitation, all Owner Beneficiary Rights under the Club Trust Agreement in respect of such Pledged Receivables and all of the Borrower’s rights or interest in all other property (personal or other), if any, the sale of which gave rise to such Pledged Receivables, all rights and remedies of whatever kind or nature Borrower may hold or acquire for the purpose of securing or enforcing such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents, and all general intangibles relating to or arising out of such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents. (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General IntangiblesAll of Borrower’s accounts receivable, Chattel Paper, Documents, Instruments, Documentspre-authorized account debit agreements, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract RightsGeneral Intangibles, Contracts, Supporting Obligations, Equipmentchoses-in-action, Inventoryclaims and judgments, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause solely related to or arising from any Pledged Receivable. (iv) above)All of Borrower’s rights under any title insurance policies covering Timeshare Mortgages assigned to Agent, including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and Lenders, in which Borrower now or hereafter has any interest to the other Lendersextent related to any Pledged Receivables. (cv) the Servicing Agreement, and all rights of Borrower (including without limitation, Borrower’s rights of enforcement) thereunder. (vi) the Lockbox Account and all money, investment property, instruments and other property related to Pledged Receivables and credited to, carried in or deposited in the Lockbox Account. (vii) Any and all proceeds of the foregoing. (viii) Any and all other property now or hereafter serving as security for the Obligations. All liens and security interests granted hereunder by Borrower to Agent, for the benefit of Lenders, shall be first priority liens and security interests subject to Permitted Liens. Borrower, Agent and Lenders hereby agree that this Agreement shall be deemed to be a security agreement under the Uniform Commercial Codes of the State of California and the Commonwealth of Massachusetts. Accordingly, in addition to any other rights and remedies available to Agent and Lenders hereunder, Agent and each Lender shall have all the rights of a secured party under the California and Massachusetts Uniform Commercial Codes. The property described in this Section 2.9(a) is collectively referred to herein as the “Collateral”. For the avoidance of doubt, the payment and performance of the Obligations by the Borrower is secured by the Collateral, regardless of whether such Obligations have been deemed to relate to Tranche A or Tranche B. (b) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority security interest and Lien on the Pledged Receivables and a perfected Lien and security interest in all other Collateral pursuant to this Agreement, subject to Permitted Liensthe following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary statements, without any further action, Agent will have a good, valid and first priority (other than with respect to any Collateral, property or assets covered by Permitted Liens) perfected Lien on the and security interest in each Pledged Receivable and a perfected Lien and security interest in all other Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted LiensPerson. As of the Closing applicable Transfer Date, no financing statement naming Borrower as debtor and describing relating to any of the Collateral Pledged Receivables is on file in any public office except those naming on behalf of Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.82.9. (dc) Borrower The security interests and Liens hereby authorizes Agent granted in the Collateral are given in renewal, confirmation, extension and modification, but not in extinguishment of the security interests and Liens previously granted in the Collateral pursuant to prepare the Original Loan Agreement; such prior security interests and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself Liens are not extinguished hereby; and the other Lendersmaking, including a notice that any disposition perfection and priority of the Collateral, by either the Borrower or any other Person, such prior security interests and Liens shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment continue in full of all of the Obligationsforce and effect. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure Each Grantor hereby pledges, assigns and grants to the payment Administrative Agent, on behalf of and performance for the ratable benefit of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other LendersSecured Parties, a valid, perfected and continuing first priority Lien upon security interest in all of Borrower’s its right, titletitle and interest in, to and interestunder all personal property and other assets, whether now owned by or existing owing to, or hereafter from time to time acquired by or coming into existencearising in favor of such Grantor (including under any trade name or derivations thereof), in, and whether owned or consigned by or to, or leased from or to, such Grantor, and under regardless of where located, but excluding the Excluded Collateral (all of Borrower’s assets (collectively, which will be collectively referred to as the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: : (i) all Leases and all amounts due or to become due under the Leases, Accounts; (ii) all Inventory and other personal property securing the payment of any Lease, Chattel Paper; (iii) all Portfolio Documents Copyrights, Patents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, Trademarks; (iv) the Collateral Account and all funds and other property credited to the Collateral Account; Documents; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, Equipment; (vi) all Accounts, Fixtures; (vii) all General Intangibles, Chattel Paper, ; (viii) all Goods; (ix) all Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, ; (x) all Inventory; (xi) all Investment Property, ; (xii) all cash or cash equivalents; (xiii) all letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Rights and Supporting Obligations; (xiv) all Deposit Accounts with any bank or other financial institution; (xv) all Commercial Tort Claims; (xvi) all Farm Products; and (xvii) all accessions to, Equipmentsubstitutions for and replacements, Inventoryproceeds (including Stock Rights), Fixturesinsurance proceeds and products of the foregoing, Computer Hardwaretogether with all books and records, Softwarecustomer lists, securitiescredit files, Permitscomputer files, intellectual propertyprograms, and oil, gas printouts and other minerals; (vii) all other personal property computer materials and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether records related thereto and any General Intangibles at any time evidencing or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related relating to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party foregoing; to secure the prompt and those related to the Permitted Liens. As complete payment and performance of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Secured Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself Agent and the other Lenders, a valid, perfected and continuing first first-priority security interest in and Lien upon upon, and pledges to Agent, for the benefit of Agent and Lenders, all of Borrower’s assets, personal property, goods, Instruments, Equipment, Inventory, Fixtures, Accounts, General Intangibles, Chattel Paper, Contract Rights, Contracts, Documents, Letter-of-Credit Rights, Deposit Accounts, Software, Money, Investment Property, Health-Care-Insurance Receivables, Supporting Obligations and the Proceeds of each and all other types of property, in each case whether now owned or existing or hereafter from time to time acquired or coming into existence, including without limitation, all of Borrower’s right, titletitle and interest in, to and interestunder all of the following, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under : (i) all of Borrower’s assets (collectively, tangible personal property related to the “Collateral”)Underlying Loans, including, but not limited without limitation, all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), and Computer Hardware and Software, now owned or hereafter acquired related to Borrower’s the Pledged Loans; (ii) all right, title and interest, if any, in, interest of Borrower in and to and under: (i) all Leases any and all amounts due or to become due under the Leases, (ii) all Inventory Pledged Loans and other personal property securing the payment of any Lease, Attached Equity Interests; (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other of Borrower’s intangible personal property credited related to the Collateral Account; (v) the Purchase Pledged Loans, including, without limitation, all present and Sale Agreementfuture Accounts, each Servicing AgreementSecurities, and the Backup Servicing Agreement and all rightsContract Rights, remedies, powers, privileges, and claims under those contracts, (vi) all AccountsPermits, General Intangibles, Chattel Paper, InstrumentsInvestment Property, Intellectual Property, Documents, GoodsInstruments, money Deposit Accounts, Letter-of-Credit Rights and any Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, Deposit Accountstax refunds, Investment Propertyinsurance proceeds (including, letters without limitation, proceeds of creditany life insurance policy), Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual propertynow owned or hereafter acquired, and oil, gas all intangible and other minerals; (vii) all other tangible personal property and other types relating to or arising out of property any of Borrower (except as limited in clause (iv) above)the foregoing, including, but not limited to, the following: (A) all goods right, title and interest of Borrower in and to the Underlying Loans and Underlying Loan Documents related thereto; (B) all right, title and interest of Borrower in and to all other property whether now or hereafter owned, acquired or held by Borrower which secures (or constitutes collateral for) any of the Underlying Loans or Underlying Loan Documents, including without limitation, all Attached Equity Interests and all right, title and interest in and to all financing statements perfecting such security interests in any of the foregoing; (C) all right, title and interest of Borrower in and to all guaranties and other instruments by which any Person guarantees the payment or performance of the Underlying Loans; (D) all right, title and interest of Borrower in and to all insurance policies pertaining to or obtained by any Underlying Borrower or Borrower in connection with, or arising out of, any Underlying Loan Document; (E) all right, title and interest of Borrower in and to all commitments and other agreements to purchase any Pledged Loans; (F) all right, title and interest of Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing; (G) all files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of Borrower relating to the Accounts (including all information, data, programs, tapes, discs and cards necessary to administer and service the Pledged Loans); (H) all rights, claims, actions and causes of action under Underlying Loan Documents, now existing or hereafter accruing in favor of the holder thereof, including rights of acceleration, rights to exercise remedies, rights in respect of representations, warranties, covenants and indemnities and rights under guaranties or other instruments or agreements evidencing or assuring payment or performance thereunder; (I) all right, title and interest of Borrower in and to (x) the Administration Agreement, and (y) the Sub-Administration Agreement, together with (in each case) all rights (including, but not limited without limitation, Borrower’s rights of enforcement and all precautionary Lien granted) thereunder; (J) all policies of insurance (including without limitation, casualty and hazard insurance and policies of owner’s or mortgagee’s title insurance), or rights as loss payee or endorsee thereof, and escrow agreements, all tax, insurance, security or other deposits, including rights in respect of letters of credit evidencing or securing any such deposit, and rights acquired by reason of condemnation or exercise of the power of eminent domain with respect to any Underlying Collateral; (K) all contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in (A) through (J) above and as to all such Collateral described in (A) through this subparagraph (K) whether now existing or hereafter at any time acquired or arising; (L) all now existing or hereafter arising rights to service, administer and/or collect Underlying Loans and all rights to the payment of money on account of such servicing, administration and/or collection activities; (M) the Controlled Accounts and all money, investment property, instruments and other property credited to, carried in or deposited in the InventoryControlled Accounts, including (for the avoidance of doubt) owned by Borrower, whether or not such goods are (x) the subject aggregate amount of a Lease the proceeds of any Restricted Advance deposited into (and retained in) the Blocked Account and (viiiy) the Specified Operating Account and all Proceeds of money, investment property, instruments and other property credited to, carried or deposited therein; any and all additions to any of the foregoing foregoing, and any and all other types replacements, products and proceeds (including insurance proceeds) of property any of Borrower (except as limited in clause (iv) above)the foregoing. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral the Pledged Loans in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take make all necessary action filings with respect thereto to grant and perfect a first Agent’s first-priority Lien thereon in favor of Agent for the benefit of itself and the other Lenderssecurity interest therein. (c) Borrower has full right and power to grant to Agent, for the benefit of itself Agent and the other Lenders, a perfected, first first-priority security interest and Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted LiensPerson. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Lienson behalf of Agent. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.82.9. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretionsole discretion, in order to perfect and to continue the perfection of Agent’s Lien on security interests in the Collateral, for . Without limiting the benefit of itself and the other Lenders, including a notice that any disposition generality of the Collateralforegoing, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such hereby agrees that such financing statements may indicate (i) describe the Collateral as “"all personal property of debtor" or "all assets of the Debtor” debtor" or words of similar effect, or (ii) describe the Collateral as being of an equal or lesser scope, scope or with greater detail, all in the Agent’s sole discretion. or (eiii) For the avoidance contain any information required by part 5 of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all Article 9 of the Obligations. (f) Agent, Lenders Code for the sufficiency of filing office acceptance. Borrower also hereby ratifies any and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved all financing statements or amendments previously filed by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreementjurisdiction.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, the Borrower hereby grants to AgentLender a continuing security interest in and Lien upon, for the benefit of itself and the other Lenderspledges to Lender, a valid, perfected and continuing first priority Lien upon all of Borrower’s its right, title, title and interestinterest in and to the following, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, (collectively and under all of Borrower’s assets (collectivelyeach individually, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: ): (i) all Leases of the Borrower’s present and future Accounts, including all Related Property of the Accounts and all amounts due contracts, Documents, Instruments, and Chattel Paper relating to or to become due under arising out of any of the Leases, foregoing; (ii) all Inventory and other personal property securing the payment of any Lease, Borrower’s deposit accounts; (iii) all Portfolio Documents Books and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, Records; (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types fixtures of property of Borrower Borrower, including all inventory, equipment, furniture, general intangibles (including, without limitation, payment intangibles and software), chattel paper, supporting obligations, investment property, instruments, securities, contract rights, stock in direct and indirect subsidiaries, machinery, deposit accounts, letter-of-credit rights, intellectual property, copyrights, trademarks, patents, and tradestyles, except as limited that Excluded Collateral shall not be included in Collateral under this clause (iv); and (v) above), including, but not limited to, any and all goods (including, but not limited to, the Inventory) owned by Borrower, whether additions to or not such goods are the subject of a Lease and (viii) all Proceeds of all substitutions for any of the foregoing foregoing, and any and all other types replacements and proceeds (including insurance proceeds) of property any of Borrower (except as limited in clause (iv) above)the foregoing. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the proper filing of the necessary financing statements and other documents and the taking of all other necessary without any further action, Agent Lender will have a good, valid and perfected first priority Lien and security interest in all Collateral which may be perfected Lien on by the Collateralfiling of financing statements, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than except for Permitted LiensLiens and except that the Lender’s security interest in inventory may be subordinate to security interests in favor of suppliers of such inventory. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the (i) on behalf of Lender, and/or (ii) in connection with Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, each of Borrower and each Foreclosure Subsidiary hereby grants to Agent, for the benefit of itself and the other LendersLender, a valid, perfected and continuing first priority security interest in and Lien upon upon, and pledges to Lender, all of Borrower’s its right, titletitle and interest in, to and interest, upon the following property and interests in property of such Person whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: acquired: (i) all Leases tangible personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of Equipment which are or become Fixtures), Computer Hardware and Software, now owned or hereafter acquired and all amounts due real property, including leasehold interests, now owned or to become due under the Leases, hereafter acquired; (ii) all Inventory intangible personal property, including, without limitation, all present and other personal property securing the payment of any Leasefuture Accounts, (iii) all Portfolio Documents and all rightsContract Rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all AccountsPermits, General Intangibles, customer lists, Chattel Paper, InstrumentsInvestment Property (except if obtained using amounts on deposit in the Residual Proceeds Account), Intellectual Property, Documents, GoodsInstruments, money Deposit Loan and any Security Agreement (Ashford) Accounts (except the Residual Proceeds Account), Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, Deposit Accountstax refunds, Investment Propertyinsurance proceeds (including, letters without limitation, proceeds of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual propertyany life insurance policy), and oil, gas and other minerals; (vii) all other intangible and tangible personal property and other types relating to or arising out of property any of Borrower (except as limited in clause (iv) above)the foregoing, including, but not limited to, the following: (A) The Mortgage Loan Documents and Mortgage Loans; (B) All other property whether now or hereafter owned, acquired or held by such Person which secures (or constitutes collateral for) any of the Mortgage Loan Documents or other instruments or agreements which evidence any of the Mortgage Loans, including without limitation, all goods right, title and interest in and to all financing statements perfecting such security interests in any of the foregoing; (includingC) All financing statements perfecting the security interests of any of the foregoing; (D) All Supporting Obligations in respect of the Mortgage Loans; (E) All right, but not limited totitle and interest of such Person in and to all insurance policies pertaining to or obtained by any Account Debtor or such Person in connection with, the Inventoryor arising out of, any Mortgage Loan Document; (F) owned by BorrowerAll right, whether title and interest of such Person in and to all commitments and other agreements to purchase any Mortgage Loans; (G) All right, title and interest of such Person in and to all collections on, and proceeds of or not such goods are the subject of a Lease from, any and (viii) all Proceeds of all of the foregoing (collectively, "COLLECTIONS"); (H) All files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of such Person relating to the Mortgage Loans (including all information, data, programs, tapes, discs and cards necessary to administer and service such Mortgage Loans); (I) All now existing or hereafter arising rights to service, administer and/or collect Mortgage Loans and all other types rights to the payment of property money on account of Borrower such servicing, administration and/or collection activities; and (except J) All contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in (A) through (I) above and as limited to all such Collateral described in clause (ivA) abovethrough this subparagraph (J) whether now existing or hereafter at any time acquired or arising; and Loan and Security Agreement (Ashford) (iii) any and all additions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Borrower shall promptly notify Agent Lender of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower or any Foreclosure Subsidiary has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take make all necessary action filings with respect thereto to grant and perfect a Lender's first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenderssecurity interest therein. (c) Each of Borrower and each Foreclosure Subsidiary has full right and power to grant to Agent, for the benefit of itself and the other Lenders, Lender a perfected, first priority security interest and Lien on the Collateral pursuant to this Agreement, subject to Permitted Liensthe following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and and/or appropriate filings and/or delivery of the taking of all other necessary certificates evidencing an equity interest, control and/or possession, as applicable, without any further action, Agent Lender will have a good, valid and first priority (other than with respect to property or assets covered by Permitted Liens) perfected Lien on and security interest in the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Person, except for Permitted Liens. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Lienson behalf of Lender. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.82.10. (d) Borrower hereby authorizes Agent to prepare It is acknowledged and file financing statements provided for by agreed that the UCC with all appropriate jurisdictions to perfect or protect Collateral shall not include the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower Residual Proceeds Account or any other Person, sums held therein or Investment Property acquired with any such sums or any of Borrower's rights thereto. Borrower shall be deemed have the unfettered right at any time to violate withdraw sums from the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretionResidual Proceeds Account. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: (i) all Leases and all amounts due or to become due under the Leases, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b) . Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) . Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) . Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) . For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) . Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and underto: (i) all Leases Participation Interests and all Receivables and all amounts due or to become due under the LeasesParticipation Interests and Receivables, (ii) all Inventory of Borrower’s rights, with respect to the Bank Partner Receivables, the Receivables and other personal property securing the payment of any Lease, (iii) all Portfolio Documents related thereto and all rights, remedies, powers, privileges, and claims under the such Portfolio Documents, (iviii) the Collateral Account Account, the Operating Account, all Available Amounts and all funds and other property credited to the Collateral Account or the Operating Account; , (viv) the Tier II Purchase and Sale Agreement, each the Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (viv) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit AccountsAccounts (as defined in Article 9 of the UCC), Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (viivi) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject (vii) 100% of a Lease Intermediate SPE’s equity interest in Borrower, and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above)Borrower. Notwithstanding the foregoing, “Collateral” shall not include any Retained Interest owned by a Bank Partner. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on all Receivables and Participation Interests, and, to the extent such Lien may be perfected by filing under Article 9 of the UCC, all other Collateral, in each case, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements statements, without copies provided for by to the UCC Borrower, with all appropriate jurisdictions to perfect or protect the Agent’s, on behalf of the Lenders’ , security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretionsole judgment, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as otherwise specifically set forth herein) until payment the repayment in full of all of the ObligationsObligations (including, without limitation, any Additional Interest). (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower and each of the Subsidiaries do hereby grants jointly and severally grant to Agentthe Lenders a continuing security interest in and lien upon, for the benefit of itself and the other pledge to Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s its and their respective right, title, title and interestinterest in and to all of its Accounts (other than the GAF Note and Collateral) and all Intellectual Property, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”)acquired, including, but not limited without limitation, the following, which security interest is intended to Borrower’s right, title and be a first priority security interest, if any, in, to and under: : (i) all Leases intangible personal property, including without limitation all present and all amounts due or to become due under the Leasesfuture Accounts except for GAF Note and Collateral, (ii) all Inventory and other personal property securing the payment of any Leasesecurities, (iii) all Portfolio Documents and all contract rights, remediespermits, powersgeneral intangibles, privilegesIntellectual Property, and claims under the Portfolio Documentschattel paper, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreementdocuments, each Servicing Agreementinstruments, and the Backup Servicing Agreement and all rightsdeposit accounts, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual propertykind and tax refunds now owned or hereafter acquired, and oil, gas all intangible and other minerals; (vii) all other tangible personal property relating to or arising out of any of the foregoing; and (ii) any and other types all additions and accessions to any of property the foregoing, and any and all replacements, products and proceeds of Borrower (except as limited in clause (iv) above)any of the foregoing, including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing herein collectively referred to as the “Collateral.” For the avoidance of doubt, Collateral shall not include the GAF Note and all other types of property of Borrower (except as limited in clause (iv) above)Collateral. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims and each of the Borrower, individually or in Subsidiaries has the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, Lenders a perfected, first priority Lien on security interest and lien in the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary and/or appropriate filings, as applicable, without any further action, Agent Lenders will have a good, valid and first priority and perfected Lien on and security interest in the CollateralCollateral granted to Lenders pursuant to this Agreement, subject to no transfer or other restrictions or Liens liens of any kind in favor of any other Person other than Permitted LiensPerson. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Lienson behalf of Lenders. As of the Closing DateExcept for Schedule 6(b), Borrower represents and warrants to Lenders that neither it nor any of its Subsidiaries is not a party to any agreement, document or instrument that conflicts with this Section 2.86(b). (dc) Borrower and each of its Subsidiaries hereby authorizes Agent Lenders, as Borrower’s agent and attorney in fact to prepare and execute or file with the appropriate filing authorities in Delaware, New York or other locations where the Collateral may be situated, such financing statements provided for by under the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action Uniform Commercial Code as may be required, in Agent’s Permitted Discretion, in order required to perfect and to continue the perfection of Agent’s Lien on Lenders’ interest in the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower subject to Permitted Liens, Issuer hereby grants to Collateral Agent, for the benefit of itself and the other LendersSecured Parties, a valid, perfected valid and continuing first priority Lien upon all of BorrowerIssuer’s right, title, and interest, but not any obligations in, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of BorrowerIssuer’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: (i) all Leases Receivables and all amounts due or to become due under the LeasesReceivables, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims claims, but not obligations, under the Portfolio Documents, (iii) subject to the Intercreditor Agreement, all funds and other property credited to the Collection Receipt Accounts, (iv) each of the Collateral Account and the ACH Sweep Account and all funds and other property credited to the Collateral Account; such accounts, (v) each Transfer Agreement, the Purchase and Sale Agreement, each Servicing Agreement, Agreement and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accountsaccounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, ContractsContracts (as defined in Article 1 of the UCC), Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardwarecomputer hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; , (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above)Issuer, including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above)Issuer. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower Issuer has full right and power to grant to Collateral Agent, for the benefit of itself and the other LendersSecured Parties, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Collateral Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower Issuer as debtor and describing any of the Collateral is on file in any public office except those naming Collateral Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower Issuer is not party to any agreement, document or instrument that conflicts with this Section 2.8. (dc) Borrower Issuer hereby authorizes Administrative Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, required in order to perfect and to continue the perfection of Collateral Agent’s Lien on the Collateral, for the benefit of itself Collateral unless prohibited by law and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed subject to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretionPermitted Liens. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment repayment of principal of, and performance of interest on, the ObligationsLoan and all other Obligations owing to Agent and the Lenders hereunder, under the Notes and the other Loan Documents, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority security interest in and Lien upon upon, and pledges to Agent, for the benefit of itself and the other Lenders, all of Borrower’s right, title, title and interest, whether now owned or existing or hereafter from time interest in and to time acquired or coming into existence, in, to, and under upon all of Borrower’s assets (collectivelyassets, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of Borrower, which is hereinafter referred to as the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: : (i) all Leases of Borrower’s tangible personal property, including, without limitation, all present and future Goods, Inventory and Equipment (including items of equipment that are or become Fixtures), Computer Hardware and Software, now owned or hereafter acquired and all amounts due of Borrower’s real property, including leasehold interests, now owned or to become due under the Leases, hereafter acquired; (ii) all Inventory of Borrower’s intangible personal property, including, without limitation, all present and other personal property securing the payment of any Leasefuture Accounts, (iii) all Portfolio Documents and all rightssecurities, remediesContract Rights, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all AccountsPermits, General Intangibles, Chattel Paper, InstrumentsInvestment Property, Intellectual Property, Documents, GoodsInstruments, money Deposit Accounts, Letter-of-Credit Rights and any Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, Deposit Accountstax refunds, Investment Propertyinsurance proceeds (including, letters without limitation, proceeds of creditany life insurance policy), Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual propertynow owned or hereafter acquired, and oil, gas all intangible and other minerals; (vii) all other tangible personal property and other types relating to or arising out of property any of Borrower (except as limited in clause (iv) above)the foregoing, including, but not limited to, all goods the following: (includingA) All right, but not limited to, title and interest of Borrower in and to the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and Pledged Shares; (viiiB) all Proceeds right, title and interest of Borrower in and to any Blocked Account and Interest Reserve Account established pursuant to the terms hereof, including all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in or in transit to such Blocked Accounts or Interest Reserve Account, as the case may be; (C) all policies of insurance (including without limitation, casualty and hazard insurance and policies of owner’s or mortgagee’s title insurance), or rights as loss payee or endorsee thereof, and escrow agreements, all tax, insurance, security or other deposits, including rights in respect of letters of credit evidencing or securing any such deposit; (D) all contract rights, accounts, rights to payment of money and general intangibles, relating to such documents and contracts described in (A) through (C) above and as to all such Collateral described in (A) through this subparagraph (D) whether now existing or hereafter at any time acquired or arising; and (iii) any and all additions to any of the foregoing foregoing, and any and all other types replacements, products and proceeds (including insurance proceeds) of property any of Borrower (except as limited in clause (iv) above)the foregoing. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take make all necessary action filings with respect thereto to grant and perfect a Agent’s first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenderssecurity interest therein. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority security interest and Lien on Borrower’s right, title and interest in and to and upon the Collateral pursuant to this Agreement, subject to Permitted Liensthe following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and and/or appropriate filings and/or delivery of the taking of all other necessary certificates evidencing an equity interest, control and/or possession, as applicable, without any further action, Agent will have a good, valid and first priority perfected Lien on and security interest in Borrower’s right, title and interest in and to and upon the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person Person, other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Lienson behalf of Agent. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.82.12. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, subject to Permitted Liens, Borrower hereby grants to Agent, for the benefit of itself and the other LendersSecured Parties, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and underto: (i) all Leases Receivables and all amounts due or to become due under the LeasesReceivables, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, and (iviii) the Collateral Account Collection Account, and subject to the Intercreditor Agreement, the Collection Receipt Accounts, and all funds and other property credited to the Collateral Collection Account; , and subject to the Intercreditor Agreement, the Collection Receipt Accounts, (viv) the Purchase and Sale Agreement, each Servicing the Transfer Agreement, the Servicing Agreement and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (viv) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardwarecomputer hardware, Software, securities, Permits, and intellectual propertyproperty (capitalized terms used in this clause (v) and not otherwise defined herein shall have the meaning set forth in Article 9 of the UCC), and oil, gas and other minerals; (viivi) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viiivii) all Proceeds (as defined in Article 9 of the UCC) of all of the foregoing and all other types of property of Borrower; provided, however, that such Lien on any dividends or distributions made by Borrower (except as limited permitted in clause (iv) above)Section 7.4 hereof shall be automatically released upon the making of such dividends and distributions. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other LendersSecured Parties, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and party, those related to the Permitted Liens. As of Liens and a “back-up” financing statement naming Parent or Originator, as applicable, as debtor (seller) and the Closing DateBorrower or Parent, Borrower is not as applicable, as secured party (buyer) pursuant to any agreementthe Purchase and Sale Agreement or Transfer Agreement, document or instrument that conflicts with this Section 2.8as applicable. (dc) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect (which financing statements may describe the collateral covered thereby as “All assets of Debtor” or protect the Lenders’ security interest or rights hereunder, use a similar description) and to take such other action as may be required, in Agent’s Permitted Discretionsole judgment, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself Collateral unless prohibited by law and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed subject to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretionPermitted Liens. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to BorrowerXxxxxxxx’s right, title and interest, if any, in, to and under: (i) all Leases and all amounts due or to become due under the Leases, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders Xxxxxxx and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment Borrower hereby assigns as collateral security to Lender, and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other LendersLender, a valid, perfected security interest in and continuing first priority Lien upon lien on, all of Borrower’s right, titletitle and interest in, to and interestunder all personal property of Borrower including, without limitation, all of the following property of Borrower, in each case whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, arising and under all of Borrower’s assets wherever located (collectively, but exclusive of any Excluded Collateral, the “Collateral”), includingfor the prompt and complete payment and performance in full when due and with all rights and remedies under the UCC and other applicable law (whether at stated maturity, but not limited to by required prepayment, declaration, acceleration, demand or otherwise) of Borrower’s right, title and interest, if any, in, to and underIndebtedness: (i) all Leases and all amounts due or to become due under the Leases, Accounts; (ii) all Inventory and other personal property securing the payment of any Lease, Chattel Paper; (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, ; (iv) the Collateral Account and all funds and other property credited to the Collateral AccountGeneral Intangibles; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, Goods; (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money ; (vii) Insurance; (viii) Intellectual Property; (ix) Software; (x) Investment Related Property; (xi) Letters of Credit and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (viixii) all other personal property Money; (xiii) Receivables and other types of property of Borrower Receivable Records; (except as limited in clause xiv) Commercial Tort Claims; (ivxv) Sale Proceeds; (xvi) to the extent not otherwise included above), including, but not limited to, all goods (includingCollateral Records, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease Collateral Support and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related Supporting Obligations relating to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party foregoing; and those related (xvii) to the Permitted Liens. As extent not otherwise included above, all Proceeds, right to Proceeds, products, accessions, rents and profits of or in respect of any of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8foregoing. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) The Parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute a secured loan by Lender to Borrowers under Applicable Law. To secure the payment and performance of the Obligations, Borrower subject to Permitted Liens, Borrower, hereby grants to Agent, for the benefit of itself and the other Lenders, Lender a valid, perfected and continuing first priority Lien upon all of such Borrower’s right, title, title and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, toto and under, and under all of Borrower’s assets Borrowers’ assets, including but not limited to the following (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: ): (i) all Leases receivables and all amounts due or to become due under in the Leasesordinary course of Borrowers’ business, including but not limited to all the receivables pursuant to that certain agreement between Manufacturing and Twinlabs Consolidation Corporation dated as of February 10, 2020, as amended or extended; (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account Accounts and all funds and other property credited to the Collateral AccountAccounts, provided, however, that any amounts transferred or paid out of the Collateral Accounts in accordance the terms of this Agreement shall be transferred free and clear of the Lien imposed by this Agreement; (iii) all security interests, Liens, guarantees and other encumbrances in favor of or assigned or transferred to Borrowers in the other receivables; and (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (viiv) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit AccountsAccounts (as defined in the Article 9 of the UCC), Investment Propertyinvestment property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, and intellectual property, and oil, gas and other minerals; ; (viiv) all other personal property and other types of property and assets of Borrower Borrowers (except as limited in clause (iv) above); (vi) all security interests, includingLiens, but not limited to, all goods guarantees and other encumbrances in favor of or assigned or transferred to Borrowers; and (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viiivii) all Proceeds of all of the foregoing and all other types of property of Borrower Borrowers (except as limited in clause (ii) and (iv) above); provided, however, that any payments made by Borrowers permitted in Article 2 or Article 7 hereof are made free and clear of the Lien granted pursuant to this Agreement or any other Loan Document. (b) Borrower Borrowers shall promptly notify Agent Lender of any Commercial Tort Claims commercial tort claims, aside from those arising out of the BorrowerBorrowers’ Ordinary Course of Business, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has Borrowers have an interest arising after the Closing Date Date, and shall provide all necessary information concerning each such Commercial Tort Claim commercial tort claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other LendersLender. (c) Borrower Borrowers has full right and power to grant to Agent, for the benefit of itself and the other Lenders, Lender a perfected, first priority Lien on the Collateral pledged by it pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent Lender will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing DateDate and thereafter until all Obligations under the Loan Documents have been paid in full to Lender, no financing statement naming Borrower a Borrowers as debtor and describing any of the Collateral is is, or will be, on file in any public office office, except those naming Agent Lender as secured party and those related to the Permitted Liens. As of the Closing DateDate and thereafter until all Obligations under the Loan Documents have been paid in full to Lender, Borrower Borrowers is not, and will not be, a party to or otherwise bound by any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower Borrowers hereby authorizes Agent authorize Lender to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in AgentLender’s Permitted Discretionsole judgment, in order to perfect and to continue the perfection of AgentLender’s Lien on the CollateralCollateral pledged by it, for in each case at the benefit expense of itself Borrowers, unless prohibited by law and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed subject to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretionPermitted Liens. (e) For the avoidance of doubt, no Collateral Lender shall be released (except as specifically set forth herein) until payment in full of terminate any UCC financing statements after all of the ObligationsObligations hereunder have been paid in full and the Loan is terminated in accordance with this Agreement. (f) Agent, Lenders The grant under this Section does not constitute and Borrower hereby agree that upon funding is not intended to result in a creation or an assumption by Lender of any Revolving Loan Advanceobligation of Borrowers or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (i) Borrowers shall remain liable under such receivables to the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described 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 Lender of any Leases described of its rights in the Collateral shall not release the applicable Borrowers from any previously-delivered Borrowing Base Certificate of their duties or obligations under the Collateral and (iii) Lender shall constitute not have any obligations or liability under the Collateral for purposes by reason of this Agreement, and Lender shall not be obligated to perform any of the obligations or duties of Borrowers thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (g) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Sanctioned Person shall be Collateral.

Grant of Security Interest; Collateral. (a) To In order to secure the payment Loans, the Interest Rate Xxxxxx, all other Secured Obligations and performance of compliance with this Agreement, the Obligations, Borrower hereby pledges and grants to Agent, the Administrative Agent for the benefit of itself and the other Lenders, Secured Parties a valid, perfected and valid continuing first priority Lien upon security interest in all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if anywhether now owned or hereafter acquired or arising and wherever located, inin and to all of the following (collectively, to and under: the “Collateral”): (i) all Leases accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods (together with all embedded software, accessions, additions, attachments, improvements, substitutions and all amounts due or to become due under the Leases, (ii) all Inventory replacements thereto and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Propertytherefor), letters of credit, Letterletter-of-Credit Rightscredit rights, Contract Rightscommercial tort claims, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, uncertificated securities, Permitssecurities accounts, intellectual propertysecurity entitlements, Financial Assets, other investment property and supporting obligations, including (A) the Warehouse SUBI Certificate and the interests in the Warehouse SUBI Assets represented thereby, (B) all Collections, including all cash collections and other cash proceeds of the Warehouse SUBI Certificate and the Warehouse SUBI Assets represented thereby, with respect to, and oilother proceeds of, gas such Warehouse SUBI Certificate, (C) the Warehouse SUBI Collection Account and the Reserve Account, (D) the Warehouse SUBI Sale Agreement, (E) each Interest Rate Hedge and all rights to payments thereunder, and (F) all the Borrower’s rights and claims under the Warehouse SUBI Servicing Agreement, the Warehouse SUBI Sale Agreement, Warehouse SUBI Supplement and all other Transaction Documents; and (ii) all cash and non-cash Proceeds and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds proceeds of all of the foregoing foregoing; and (iii) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to any of the foregoing, all claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing. The possession by the Administrative Agent of notes and such other types goods, letters of property credit, money, documents, chattel paper or certificated securities shall be deemed to be “possession by the secured party,” for purposes of Borrower perfecting the security interest pursuant to the Relevant UCC (except including Section 9-313(c)(1) (or other section of similar content as limited Section 9-313(c)(1) of the UCC) thereof). Without limiting the generality of the foregoing, for purposes of Section 9-313 (or other section of similar content) of the Relevant UCC, the Administrative Agent hereby notifies the Servicer of the Administrative Agent’s security interest in clause (iv) above)the Collateral. The Servicer acknowledges such notification, agrees to act as the bailee of the Administrative Agent with respect to the Collateral in its possession from time to time and acknowledges that possession of Collateral by the Servicer is deemed to be possession by the Administrative Agent. (b) Borrower shall promptly notify The security interest granted in the Collateral pursuant to this Agreement does not constitute and is not intended to result in an assumption by the Administrative Agent of any Commercial Tort Claims obligation (except for the obligation not to disturb a Lessee’s right of quiet enjoyment) of the BorrowerTrust, individually the Borrower or in the aggregate, involving damages of more than $500,000 related Servicer to any Collateral Lessee or other Person in which Borrower connection with the Warehouse SUBI Certificate, the Warehouse SUBI Assets or the other Collateral. Without limiting the generality of the foregoing, an executed original of the Warehouse SUBI Certificate and each other document that constitutes a part of the Warehouse SUBI has an interest arising after been delivered to the Administrative Agent on the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim be held by the Administrative Agent. Each of the Borrower and take all necessary action the Administrative Agent represents and warrants with respect thereto to grant itself that each remittance of Collections by the Borrower to the Administrative Agent hereunder will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and perfect a first priority Lien thereon (ii) made in favor the ordinary course of Agent for business or financial affairs of the benefit of itself Borrower and the other LendersAdministrative Agent. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself Agent and the other Lenders, a valid, perfected and continuing first first-priority security interest in and Lien upon upon, and pledges to Agent, for the benefit of Agent and Lenders, all of Borrower’s assets, personal property, goods, Instruments, Equipment, Inventory, Fixtures, Accounts, General Intangibles, Chattel Paper, Contract Rights, Contracts, Documents, Letter-of-Credit Rights, Deposit Accounts, Software, Money, Investment Property, Health-Care-Insurance Receivables, Supporting Obligations and the Proceeds of each and all other types of property, in each case whether now owned or existing or hereafter from time to time acquired or coming into existence, including without limitation, all of Borrower’s right, titletitle and interest in, to and interestunder all of the following, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under : (i) all of Borrower’s assets (collectively, tangible personal property related to the “Collateral”)Underlying Loans, including, but not limited without limitation, all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), and Computer Hardware and Software, now owned or hereafter acquired related to Borrower’s the Pledged Loans; (ii) all right, title and interest, if any, in, interest of Borrower in and to and under: (i) all Leases any and all amounts due or to become due under the Leases, (ii) all Inventory Pledged Loans and other personal property securing the payment of any Lease, Attached Equity Interests; (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other of Borrower’s intangible personal property credited related to the Collateral Account; (v) the Purchase Pledged Loans, including, without limitation, all present and Sale Agreementfuture Accounts, each Servicing AgreementSecurities, and the Backup Servicing Agreement and all rightsContract Rights, remedies, powers, privileges, and claims under those contracts, (vi) all AccountsPermits, General Intangibles, Chattel Paper, InstrumentsInvestment Property, Intellectual Property, Documents, GoodsInstruments, money Deposit Accounts, Letter-of-Credit Rights and any Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, Deposit Accountstax refunds, Investment Propertyinsurance proceeds (including, letters without limitation, proceeds of creditany life insurance policy), Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual propertynow owned or hereafter acquired, and oil, gas all intangible and other minerals; (vii) all other tangible personal property and other types relating to or arising out of property any of Borrower (except as limited in clause (iv) above)the foregoing, including, but not limited to, the following: (A) all goods right, title and interest of Borrower in and to the Underlying Loans and Underlying Loan Documents related thereto; (B) all right, title and interest of Borrower in and to all other property whether now or hereafter owned, acquired or held by Borrower which secures (or constitutes collateral for) any of the Underlying Loans or Underlying Loan Documents, including without limitation, all Attached Equity Interests and all right, title and interest in and to all financing statements perfecting such security interests in any of the foregoing; (C) all right, title and interest of Borrower in and to all guaranties and other instruments by which any Person guarantees the payment or performance of the Underlying Loans; (D) all right, title and interest of Borrower in and to all insurance policies pertaining to or obtained by any Underlying Borrower or Borrower in connection with, or arising out of, any Underlying Loan Document; (E) all right, title and interest of Borrower in and to all commitments and other agreements to purchase any Pledged Loans; (F) all right, title and interest of Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing; (G) all files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of Borrower relating to the Accounts (including all information, data, programs, tapes, discs and cards necessary to administer and service the Pledged Loans); (H) all rights, claims, actions and causes of action under Underlying Loan Documents, now existing or hereafter accruing in favor of the holder thereof, including rights of acceleration, rights to exercise remedies, rights in respect of representations, warranties, covenants and indemnities and rights under guaranties or other instruments or agreements evidencing or assuring payment or performance thereunder; (I) all right, title and interest of Borrower in and to (x) the Administration Agreement, and (y) the Sub-Administration Agreement, together with (in each case) all rights (including, but not limited without limitation, Borrower’s rights of enforcement and all precautionary Lien granted) thereunder; (J) all policies of insurance (including without limitation, casualty and hazard insurance and policies of owner’s or mortgagee’s title insurance), or rights as loss payee or endorsee thereof, and escrow agreements, all tax, insurance, security or other deposits, including rights in respect of letters of credit evidencing or securing any such deposit, and rights acquired by reason of condemnation or exercise of the power of eminent domain with respect to any Underlying Collateral; (K) all contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in (A) through (J) above and as to all such Collateral described in (A) through this subparagraph (K) whether now existing or hereafter at any time acquired or arising; (L) all now existing or hereafter arising rights to service, administer and/or collect Underlying Loans and all rights to the payment of money on account of such servicing, administration and/or collection activities; (M) the Controlled Accounts and all money, investment property, instruments and other property credited to, carried in or deposited in the InventoryControlled Accounts, including (for the avoidance of doubt) owned by Borrower, whether or not such goods are (x) the subject aggregate amount of a Lease the proceeds of any Restricted Advance deposited into (and retained in) the BlockedRestricted Advance Account and (viiiy) the Specified Operating Account and all Proceeds of money, investment property, instruments and other property credited to, carried or deposited therein; any and all additions to any of the foregoing foregoing, and any and all other types replacements, products and proceeds (including insurance proceeds) of property any of Borrower (except as limited in clause (iv) above)the foregoing. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral the Pledged Loans in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take make all necessary action filings with respect thereto to grant and perfect a first Agent’s first-priority Lien thereon in favor of Agent for the benefit of itself and the other Lenderssecurity interest therein. (c) Borrower has full right and power to grant to Agent, for the benefit of itself Agent and the other Lenders, a perfected, first first-priority security interest and Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted LiensPerson. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Lienson behalf of Agent. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.82.9. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretionsole discretion, in order to perfect and to continue the perfection of Agent’s Lien on security interests in the Collateral, for . Without limiting the benefit of itself and the other Lenders, including a notice that any disposition generality of the Collateralforegoing, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such hereby agrees that such financing statements may indicate (i) describe the Collateral as “"all personal property of debtor" or "all assets of the Debtor” debtor" or words of similar effect, or (ii) describe the Collateral as being of an equal or lesser scope, scope or with greater detail, all in the Agent’s sole discretion. or (eiii) For the avoidance contain any information required by part 5 of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all Article 9 of the Obligations. (f) Agent, Lenders Code for the sufficiency of filing office acceptance. Borrower also hereby ratifies any and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved all financing statements or amendments previously filed by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreementjurisdiction.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, subject to Permitted Liens, Borrower hereby grants to Agent, for the benefit of itself and the other LendersSecured Parties, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and underto: (i) all Leases Receivables and all amounts due or to become due under the LeasesReceivables, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iviii) the Intermediate Account, Custodial Account, Collection Account, the Collateral Reserve Account, the Blocked Account and all funds and other property credited to the Intermediate Account, Custodial Account, Collection Account, Blocked Account and Collateral Reserve Account, (iv) the Operating Account and all funds and other property credited to the Operating Account; provided, however, that that such Lien on any amounts transferred or paid out of the Operating Account in accordance the terms of this Agreement shall be automatically released upon such transfer or payment, (v) the each Purchase and Sale Agreement, each the Servicing AgreementAgreement and, if any, Multi-Party Agreement and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardwarecomputer hardware, Software, securities, Permits, and intellectual propertyproperty (capitalized terms used in this clause (vi) and not otherwise defined herein shall have the meaning set forth in Article 9 of the UCC), and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds (as defined in Article 9 of the UCC) of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above); provided, however, that such Lien on any dividends or distributions made by Borrower permitted in Section 7.4 hereof shall be automatically released upon the making of such dividends and distributions. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other LendersSecured Parties, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to (i) no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted LiensLiens and Liens under the Servicing Agreement, Backup Servicing Agreement, Verification Agreement and the Security Documents, if any and (ii) no transfer or other restrictions except for those in the Purchase and Sale Agreement, Servicing Agreement, Backup Servicing Agreement, Verification Agreement and the Security Documents, if any. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (dc) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect (which financing statements may describe the collateral covered thereby as “All assets of Debtor” or protect the Lenders’ security interest or rights hereunder, use a similar description) and to take such other action as may be required, in Agent’s Permitted Discretionsole judgment, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself Collateral unless prohibited by law and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed subject to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretionPermitted Liens. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the timely payment and performance of the Obligations, : (i) The Borrower hereby grants to the Administrative Agent for the benefit of itself and the Lenders, a continuing security interest in and Lien upon, and pledges to the Administrative Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to interest in and under: (i) all Leases and all amounts due or to become due under the Leases, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Account Collateral Account; (v) whether now owned or hereafter acquired or in which the Purchase Borrower now or at any time in the future may acquire any right, title or interest and Sale Agreement, each Servicing Agreement, wherever located as security for payment and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds performance of all of the foregoing Obligations hereunder and all under the other types of property of Borrower (except as limited in clause (iv) above)Transaction Documents. (bii) The Borrower shall promptly notify Agent of any Commercial Tort Claims of hereby grants to the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower has full right and power to grant to Administrative Agent, for the benefit of itself and the other Lenders, a perfected, first priority continuing security interest in and Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreementupon, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related pledges to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Administrative Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition all of the Borrower’s right, title and interest in and to the following, in each case, as to each type of property and fixtures described below, whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”): (A) all of its interests in the Subscription and Equipment Agreements; (B) all of its right, title and interest in and to all of the Equity Interests in DISH IP SPV held by either it, including but not limited to such Equity Interests listed in Section I of Schedule 2.13(a), and any such other Equity Interests in DISH IP SPV obtained in the future by the Borrower or and the certificates representing all such Equity Interests (the “Pledged Equity”); (C) the debt securities owned by it, including without limitation those debt securities listed in Section II of Schedule 2.13(a), any debt securities obtained in the future by the Borrower and the promissory notes and any other Personinstruments evidencing any debt, shall be deemed including, but not limited to, any promissory notes evidencing the DBS Intercompany Loan (the “Pledged Debt”); (D) all payments of principal or interest, dividends, cash, instruments and other property from time to violate time received, receivables or otherwise distributed in respect of, in exchange for or upon conversion of, and all other Proceeds received in respect of, the rights Pledged Equity and the Pledged Debt; (E) all equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinery, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; (F) all fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including proceeds which constitute property of the Lender types described herein); (G) all the Borrower’s rights, title and interest in and to any other customer contract under which the Borrower is a provider; (H) all accounts (as defined in the UCC); (I) all inventory (as defined in the UCC); (J) all goods (as defined in the UCC); (K) all commercial tort claims (as defined in the UCC) with a value in excess of $10,000,000; (L) all general intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; (M) all investment property (as defined in the UCC); (N) all deposit accounts (as defined in the UCC), including the Retention Controlled Account, the Payment Controlled Account and any other Controlled Account; (O) all chattel paper (as defined in the UCC); (P) all instruments (as defined in the UCC); (Q) all rights and remedies of the Borrower under the Servicing Agreement and the other Transaction Documents (including all rights to payment thereunder); (R) all leases of personal property and any Subscription and Equipment Agreements that constitute personal property; (S) all Proceeds, supporting obligations (as defined in the UCC. Such financing statements may indicate the Collateral as “all assets ) and products of the Debtor” or words of similar effect, or foregoing clauses (A) through (P) as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until security for payment in full and performance of all of the Obligations.Obligations hereunder; and (fT) Agent, Lenders all other tangible and Borrower hereby agree that upon funding intangible personal property of whatever nature whether or not covered by Article 9 of the UCC. The foregoing pledge does not constitute an assumption by the Administrative Agent of any Revolving Loan Advance, obligations of the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described Subscriber or any other Person in connection with the Collateral or under any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes agreement or instrument relating to the Collateral, including, without limitation, any obligation to make future advances to or on behalf of this Agreement.such Subscribers;

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself Agent and the other Lenders, a valid, perfected and continuing first first-priority security interest in and Lien upon upon, and pledges to Agent, for the benefit of Agent and Lenders, all of Borrower’s assets, personal property, goods, Instruments, Equipment, Inventory, Fixtures, Accounts, General Intangibles, Chattel Paper, Contract Rights, Contracts, Documents, Letter-of-Credit Rights, Deposit Accounts, Software, Money, Investment Property, Health-Care-Insurance Receivables, Supporting Obligations and the Proceeds of each and all other types of property, in each case whether now owned or existing or hereafter from time to time acquired or coming into existence, including without limitation, all of Borrower’s right, titletitle and interest in, to and interestunder all of the following, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under : (i) all of Borrower’s assets (collectively, tangible personal property related to the “Collateral”)Underlying Loans, including, but not limited without limitation, all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), and Computer Hardware and Software, now owned or hereafter acquired related to Borrower’s the Pledged Loans; (ii) all right, title and interest, if any, in, interest of Borrower in and to and under: (i) all Leases any and all amounts due or to become due under the Leases, (ii) all Inventory Pledged Loans and other personal property securing the payment of any Lease, Attached Equity Interests; (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other of Borrower’s intangible personal property credited related to the Collateral Account; (v) the Purchase Pledged Loans, including, without limitation, all present and Sale Agreementfuture Accounts, each Servicing AgreementSecurities, and the Backup Servicing Agreement and all rightsContract Rights, remedies, powers, privileges, and claims under those contracts, (vi) all AccountsPermits, General Intangibles, Chattel Paper, InstrumentsInvestment Property, Intellectual Property, Documents, GoodsInstruments, money Deposit Accounts, Letter-of-Credit Rights and any Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, Deposit Accountstax refunds, Investment Propertyinsurance proceeds (including, letters without limitation, proceeds of creditany life insurance policy), Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual propertynow owned or hereafter acquired, and oil, gas all intangible and other minerals; (vii) all other tangible personal property and other types relating to or arising out of property any of Borrower (except as limited in clause (iv) above)the foregoing, including, but not limited to, the following: (A) Allall right, title and interest of Borrower in and to the Underlying Loans and Underlying Loan Documents related thereto; (B) Allall right, title and interest of Borrower in and to all goods other property whether now or hereafter owned, acquired or held by Borrower which secures (or constitutes collateral for) any of the Underlying Loans or Underlying Loan Documents, including without limitation, all Attached Equity Interests and all right, title and interest in and to all financing statements perfecting such security interests in any of the foregoing; (C) Allall right, title and interest of Borrower in and to all guaranties and other instruments by which any Person guarantees the payment or performance of the Underlying Loans; (D) Allall right, title and interest of Borrower in and to all insurance policies pertaining to or obtained by any Underlying Borrower or Borrower in connection with, or arising out of, any Underlying Loan Document; (E) Allall right, title and interest of Borrower in and to all commitments and other agreements to purchase any Pledged Loans; (F) Allall right, title and interest of Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing; (G) Allall files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of Borrower relating to the Accounts (including all information, data, programs, tapes, discs and cards necessary to administer and service the Pledged Loans); (H) all rights, claims, actions and causes of action under Underlying Loan Documents, now existing or hereafter accruing in favor of the holder thereof, including rights of acceleration, rights to exercise remedies, rights in respect of representations, warranties, covenants and indemnities and rights under guaranties or other instruments or agreements evidencing or assuring payment or performance thereunder; (I) Allall right, title and interest of Borrower in and to (x) the Administration Agreement, and (y) the Sub-Administration Agreement, andtogether with (in each case) all rights (including, but not limited without limitation, Borrower’s rights of enforcement and all precautionary Lien granted) thereunder; (J) all policies of insurance (including without limitation, casualty and hazard insurance and policies of owner’s or mortgagee’s title insurance), or rights as loss payee or endorsee thereof, and escrow agreements, all tax, insurance, security or other deposits, including rights in respect of letters of credit evidencing or securing any such deposit, and rights acquired by reason of condemnation or exercise of the power of eminent domain with respect to any Underlying Collateral; (K) Allall contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in (A) through (J) above and as to all such Collateral described in (A) through this subparagraph (K) whether now existing or hereafter at any time acquired or arising; (L) Allall now existing or hereafter arising rights to service, administer and/or collect Underlying Loans and all rights to the payment of money on account of such servicing, administration and/or collection activities; (M) the Controlled Accounts and all money, investment property, instruments and other property credited to, carried in or deposited in the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease Controlled Accounts; any and (viii) all Proceeds of all additions to any of the foregoing foregoing, and any and all other types replacements, products and proceeds (including insurance proceeds) of property any of Borrower (except as limited in clause (iv) above)the foregoing. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral the Pledged Loans in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take make all necessary action filings with respect thereto to grant and perfect a first Agent’s first-priority Lien thereon in favor of Agent for the benefit of itself and the other Lenderssecurity interest therein. (c) Borrower has full right and power to grant to Agent, for the benefit of itself Agent and the other Lenders, a perfected, first first-priority security interest and Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted LiensPerson. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Lienson behalf of Agent. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.82.9. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretionsole discretion, in order to perfect and to continue the perfection of Agent’s Lien on security interests in the Collateral, for . Without limiting the benefit of itself and the other Lenders, including a notice that any disposition generality of the Collateralforegoing, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such hereby agrees that such financing statements may indicate (i) describe the Collateral as “"all personal property of debtor" or "all assets of the Debtor” debtor" or words of similar effect, or (ii) describe the Collateral as being of an equal or lesser scope, scope or with greater detail, all in the Agent’s sole discretion. or (eiii) For the avoidance contain any information required by part 5 of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all Article 9 of the Obligations. (f) Agent, Lenders Code for the sufficiency of filing office acceptance. Borrower also hereby ratifies any and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved all financing statements or amendments previously filed by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreementjurisdiction.

Grant of Security Interest; Collateral. (a1) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to BorrowerXxxxxxxx’s right, title and interest, if any, in, to and under: (i) all Leases and all amounts due or to become due under the Leases, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above). (b2) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c3) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d4) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e5) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower subject to Permitted Liens, Issuer hereby grants to AgentCollateral Trustee, for the benefit of itself and the other LendersSecured Parties, a valid, perfected valid and continuing first priority Lien upon all of BorrowerIssuer’s right, title, and interest, but not any obligations in, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of BorrowerIssuer’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: (i) all Leases Receivables and all amounts due or to become due under the LeasesReceivables, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims claims, but not obligations, under the Portfolio Documents, (iii) subject to the Intercreditor Agreement, all funds and other property credited to the Collection Receipt Accounts, (iv) each of the Collateral Account and the ACH Sweep Account and all funds and other property credited to the Collateral Account; such accounts, (v) the each Purchase and Sale Agreement, each Servicing Agreement, Agreement and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accountsaccounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, ContractsContracts (as defined in Article 1 of the UCC), Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardwarecomputer hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; , (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above)Issuer, including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above)Issuer. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders. (c) Borrower Issuer has full right and power to grant to AgentCollateral Trustee, for the benefit of itself and the other LendersSecured Parties, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent Collateral Trustee will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower Issuer as debtor and describing any of the Collateral is on file in any public office except those naming Agent Collateral Trustee as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower Issuer is not party to any agreement, document or instrument that conflicts with this Section 2.8. (dc) Borrower Issuer hereby authorizes Administrative Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, required in order to perfect and to continue the perfection of AgentCollateral Trustee’s Lien on the Collateral, for the benefit of itself Collateral unless prohibited by law and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed subject to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretionPermitted Liens. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, subject to Permitted Liens, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected valid and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: (i) all Leases Receivables and all amounts due or to become due under the LeasesReceivables, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iii) subject to the Intercreditor Agreement, all funds and other property credited to the Collection Receipt Accounts, (iv) the Collateral ACH Sweep Account and all funds and other property credited to the Collateral ACH Sweep Account; , (v) each Transfer Agreement, the Purchase and Sale Agreement, each Servicing Agreement, Agreement and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit AccountsAccounts (as defined in Article 9 of the UCC), Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, ContractsContracts (as defined in Article 1 of the UCC), Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardwarecomputer hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; , (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above)Borrower. (b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders.[reserved] (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and other documents and the taking of all other necessary action, Agent will have a valid and first priority perfected Lien on the Collateral, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than Permitted Liens. As of the Closing Date, no financing statement naming Borrower as debtor and describing any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretionsole judgment, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself Collateral unless prohibited by law and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed subject to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretionPermitted Liens. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, and without limiting any grant of any Lien and security interest in any other Loan Document, each Borrower hereby grants to AgentLender a continuing security interest in and Lien upon, for the benefit of itself and the other Lenderspledges to Lender, a valid, perfected and continuing first priority Lien upon all of Borrower’s its right, title, title and interestinterest in and to the following, whether now owned or existing or hereafter from time to time created, acquired or coming into existence, in, to, arising and under all of Borrower’s assets wherever located (collectivelycollectively and each individually, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: ): (i) all Leases Accounts and all amounts due or to become due under the Leases, Related Property; (ii) all Inventory and other personal property securing the payment of any Lease, Borrower’s deposit accounts; (iii) all Portfolio Documents Books and all rightsRecords, remedies, powers, privileges, and claims under the Portfolio Documents, whether or not related to any Collateral; (iv) the Collateral Account all of Borrower’s other personal property and fixtures, including all funds and other property credited to the Collateral Account; (v) the Purchase and Sale AgreementGoods, each Servicing AgreementInventory, and the Backup Servicing Agreement and all rightsEquipment, remedies, powers, privileges, and claims under those contracts, (vi) all Accountsfurniture, General IntangiblesIntangibles (including payment intangibles and software), Chattel PaperPaper (whether tangible or electronic), Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit AccountsSupporting Obligations, Investment Property, letters Financial Assets, Documents, Instruments (including any Promissory Notes), Securities, Securities Accounts, contract rights or rights to payment of creditmoney, leases, Permits, license agreements, franchise agreements, Commercial Tort Claims, Equity Interests in direct and indirect subsidiaries, machinery, cash, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; Rights (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject letter of credit is evidenced by a Lease writing), Intellectual Property, copyrights, trademarks, patents, and tradestyles; and (viiiv) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, Proceeds and insurance proceeds of any or all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above)foregoing. (b) Each Borrower shall promptly notify Agent of any Commercial Tort Claims authorizes the Lender to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Lender determines appropriate to perfect the security interests of the BorrowerLender under this Agreement. Each Borrower authorizes the Lender to use collateral descriptions such as “all personal property” or “all assets” in each case “whether now owned or hereafter acquired”, individually or in the aggregate, involving damages using words of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenderssimilar import. (c) Borrower has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority Lien on the Collateral pursuant to this Agreement, subject to Permitted Liens. Upon the execution and delivery of this Agreement, and upon the proper filing of the necessary financing statements and other documents and the taking of all other necessary without any further action, Agent Lender will have a good, valid and perfected first priority Lien and security interest in all Collateral which may be perfected Lien on by the Collateralfiling of financing statements, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person other than except for Permitted Liens. As of the Closing Date, no No financing statement naming Borrower as debtor and describing relating to any of the Collateral is on file in any public office except those naming Agent as secured party and those related to the (i) on behalf of Lender, or (ii) in connection with Permitted Liens. As of the Closing Date, Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.8. (d) Borrower hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Lender under the UCC. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion. (e) For the avoidance of doubt, no Collateral shall be released (except as specifically set forth herein) until payment in full of all of the Obligations. (f) Agent, Lenders and Borrower hereby agree that upon funding of any Revolving Loan Advance, the Borrowing Base Certificate prepared by Borrower and approved by Agent shall automatically supplement and add the Leases described therein to any Leases described in any previously-delivered Borrowing Base Certificate and shall constitute Collateral for purposes of this Agreement.