Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable detail judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the Excluded Property)same.

Grant of Security Interest. As collateral security for the your prompt and complete payment and performance in full of all Obligations under the Secured ObligationsFinancing Agreement, each Pledgor you hereby pledges pledge and grants hypothecate in favor of us, and grant to the Collateral Agent for the benefit of the Secured Parties, us a lien on and security interest in all of the your right, title and interest (a) in and to the Trademarks and the good will of such Pledgor the business symbolized by the Trademarks, including, without limitation, all of your customer lists and other business records and that of your subsidiaries and affiliates relating to the Trademarks in connection with the goods and services listed on Schedule A; your domain names; the registrations described in Schedule A; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Trademarks; (b) in and to the Patents and the good will of the business symbolized by the Patents, including, without limitation, all of your licenses, lists of licensees and other business records and that of your subsidiaries and affiliates relating to the Patents; the patents and patent applications listed in Schedule B and all other patents and patent applications owned by you; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Patents; (c) in and to the Copyrights and the good will of the business symbolized by the Copyrights including without limitation all of your licenses and other business records and that of your subsidiaries and affiliates relating to the Copyrights, the copyrights and copyright applications listed in Schedule C and all other copyrights and copyright applications owned by you; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Copyrights and (d) all of your right, title and interest in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):following: (i) all AccountsLicenses; (ii) all EquipmentAccounts, GoodsGeneral Intangibles and contract rights arising under or relating to each and every License (including, Inventory without limitation, (A) all monies due and Fixturesto become due under any License, (B) any damages arising out of or for breach or default in respect of any such License, (C) all other amounts from time to time paid or payable under or in connection with any such License, and (D) your right to terminate any such License or to perform and to exercise all remedies thereunder); (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and any or all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request All of the Collateral Agent at any time an Event of Default has occurred and property referred to in this paragraph 2 is continuing, give written notice to hereinafter collectively called the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)“Collateral.”

Grant of Security Interest. As collateral security for the prompt payment and performance in full of all the Secured ObligationsGuaranteed Obligations whether at stated maturity, by acceleration or otherwise, each Pledgor Guarantor hereby grants, pledges and grants assigns to the Collateral Agent for the benefit Agent, on behalf of the Secured Finance Parties, a continuing first priority lien (subject only to Permitted Liens) on and security interest in, upon, and to, all right, title and interest in and to any and all property and interests in property of each Guarantor whether now owned or hereafter owned, created, acquired or arising, and regardless of where located, including, without limitation, all of the following properties and interests in properties (collectively, the “Collateral”): (a) all Accounts; (b) all Chattel Paper (whether tangible or electronic); (c) all Commercial Tort Claims, as more particularly described in the Perfection Certificate (as may be amended or supplemented from time to time); (d) all Deposit Accounts; (e) all cash and Cash Equivalents (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all Goods; (j) all Instruments; (k) all Inventory; (l) all Letter-of-Credit Rights and letters of credit; (m) all General Intangibles, Payment Intangibles and other rights to payment, including, without limitation, all Rights to Payment (as defined in Section 2.2) and all Indebtedness owing to such Guarantor from another Loan Party (which Indebtedness must be evidenced by way of a global intra-group note on or before the Closing Date), including all right, title and interest of such Pledgor in, Guarantor in instruments evidencing any Indebtedness owed to and under the following property, wherever locatedsuch Guarantor or other obligations, and whether now existing any distribution of property made on, in respect of or hereafter arising or acquired in exchange for the foregoing from time to time (such Indebtedness collectively, the “Pledged Debt”); (n) all Investment Property and Financial Assets, including, without limitation, 100% of the shares of the outstanding capital stock or other equity interests, of any class, of each Subsidiary of such Guarantor and all certificates evidencing the same (collectively, the “Pledged Securities”, and together with the Pledged Debt, the “Pledged Collateral”):), together with, in each case: (i) all Accounts;shares, securities, stock, equity interests, moneys or property representing a dividend on any of the Pledged Securities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities, and (ii) without affecting the obligations of such Guarantor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which the issuer of any Pledged Security is not the surviving entity, all Equipmentshares of each class of the capital stock of the successor corporation (unless such successor corporation is such Guarantor itself or the Borrower), Goodsor all other stock, Inventory as applicable, formed by or resulting from such consolidation or merger (the Pledged Securities, together with all other certificates, shares, securities, Stock, properties or moneys as may from time to time be pledged hereunder pursuant to this clause (ii) and Fixturesclause (i) above being herein collectively called the “Securities Collateral”); (iiio) all DocumentsContracts and other contract rights (including, Instruments and Chattel Paperwithout limitation, rights under any lease, license or other agreements); (ivp) all Letters cash, royalty fees, other proceeds, accounts and general intangibles that consist of Credit and Letter-rights of payment to or on behalf of a Loan Party or proceeds from the sale, licensing or other disposition of all or any part of-Credit Rights, or rights in, the Intellectual Property (as defined in Section 2.2) by or on behalf of a Loan Party (collectively, “Rights to Payment”); (vq) all Securities CollateralEntitlements; (vir) all Investment PropertySoftware; (viis) all Patents, Trademarks, Copyrights, Intellectual Property Licenses other tangible and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateralintangible personal property whatsoever of such Guarantor; and (xiiit) to the extent not covered by clauses (i) through (xii) of this sentenceall Proceeds, all other personal property of such PledgorSupporting Obligations, whether tangible or intangibleproducts, and all Proceeds and products of each of the foregoing and all accessions toinsurance claims, offspring, accessions, rents, profits, income, benefits, additions, attachments, accessories, substitutions and replacements for, and rents, profits and products of, each to, arising out of or related to any of the foregoingCollateral and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other documents (including, without limitation, all Proceeds tapes, cards, computer runs and other documents and documents in the possession or under the control of such Guarantor or any insurance, indemnity, warranty computer bureau or guaranty payable to such Pledgor service company from time to time with respect to any of the foregoing. Notwithstanding anything acting for such Guarantor); provided, however, this grant is subject to the contrary contained limitations set forth in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Section 2.2.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured ObligationsEach Grantor hereby pledges, each Pledgor hereby pledges assigns and grants to the Collateral Agent Administrative Agent, for the benefit of the Secured Lender Parties, a lien on and security interest in all of the its right, title and interest of such Pledgor in, to and under the following propertypersonal property and other assets described in this Article II, wherever locatedwhether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether now existing owned or hereafter arising consigned by or acquired to, or leased from time or to, such Grantor, and regardless of where located (all of which will be collectively referred to time (collectively, as the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) the U.S. Levi’s Patents, U.S. Levi’s Trademarks, U.S. Levi’s Copyrights and Licenses (and all Documentsproceeds therefrom), Instruments and Chattel Paperincluding without limitation all U.S. Levi’s Copyrights used in conjunction with selling, advertising and/or marketing any goods or materials bearing the U.S. Levi’s Trademarks; (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralGeneral Intangibles; (vi) all Goods; (vii) all Pledged Debt; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligationscash or cash equivalents; (xii) all books and records Deposit Accounts with any bank or other financial institution; (xiii) all Commercial Tort Claims relating to any of the Pledged Collateralforegoing; and (xiiixiv) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions for and replacements forreplacements, and rentsproceeds, profits insurance proceeds and products of, each of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any and all Proceeds of General Intangibles at any insurance, indemnity, warranty time evidencing or guaranty payable to such Pledgor from time to time with respect relating to any of the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations. Notwithstanding anything herein to the contrary contained contrary, in clauses no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any of such Grantor’s rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any license, contract or agreement to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect. Notwithstanding anything herein to the contrary, neither the U.S. Borrower nor any other Grantor shall be deemed to have granted a security interest in (i) through any Equity Interests of any Subsidiary, (xiiiii) aboveany Pledged Debt of or issued by any Subsidiary or (iii) any Equipment. The security interest granted herein shall not apply to any U.S. intent-to-use trademark application included in the U.S. Levi’s Trademarks to the extent that such grant may impair the validity or enforceability of such U.S. intent-to-use trademark application; provided, however, if a statement of use or an affidavit of use is filed and accepted by the U.S. Patent and Trademark Office with respect to such U.S. intent-to-use trademark application, the grant of the security interest created hereunder shall automatically and immediately apply to such U.S. intent-to-use trademark application without the need of any further action by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)parties.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of Secured Party, a lien on and security interest in and acknowledges and agrees that the Secured Parties, Party has and shall continue to have a continuing lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “"Pledged Collateral”"): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all additions and accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all insurance of and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “term "Pledged Collateral” and “Pledged Securities” " shall not include, any Excluded Property (and the Pledgors shall, upon the request any references herein to any portion or type of the Pledged Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail exclude the Excluded Property). [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

Grant of Security Interest. As collateral security for 2.1 Each of the payment and performance in full of all the Secured ObligationsGrantors hereby pledges, each Pledgor hereby pledges assigns and grants to the Collateral Agent Administrative Agent, on behalf of and for the ratable benefit of the Secured PartiesLenders, a lien on and security interest in all of the its right, title and interest of such Pledgor in, to and under the following propertyall personal property and other assets, wherever locatedwhether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether now existing owned or hereafter arising consigned by or acquired to, or leased from time or to, such Grantor, and regardless of where located (all of which will be collectively referred to time (collectively, as the “Pledged Collateral”):), including, without limitation: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all DocumentsCopyrights, Instruments Patents and Chattel PaperTrademarks; (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralEquipment; (vi) all Fixtures (excluding business fixtures not owned by the Grantors); (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (x) all Inventory; (xi) all Investment Property; (viixii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rightscash or cash equivalents; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ixxiii) all General Intangibles; (x) all Money letters of credit, Letter-of-Credit Rights and all Deposit Accounts; (xi) all Supporting Obligations; (xiixiv) all books and records relating to the Pledged Collateral; andDeposit Accounts with any bank or other financial institution; (xiiixv) to the extent not covered by clauses all Commercial Tort Claims; (ixvi) through all Assigned Contracts; (xiixvii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions for and replacements forreplacements, and rentsproceeds (including Stock Rights), profits insurance proceeds and products of, each of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any and all Proceeds of General Intangibles at any insurance, indemnity, warranty time evidencing or guaranty payable to such Pledgor from time to time with respect relating to any of the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations; provided, however, that (notwithstanding any other provisions of this Agreement) “Collateral” shall not include any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral. 2.2 The last day of the term of any lease, oral or written, or any agreement therefor, now held or hereafter acquired by a Grantor, shall be excepted from the security interest hereby granted and shall not form part of the Collateral, but such Grantor shall stand possessed of such one day remaining, upon trust to assign and dispose of the same as the Administrative Agent or any assignee of such lease or agreement shall direct. Notwithstanding anything to If any such lease or agreement therefor contains a provision which provides in effect that such lease or agreement may not be assigned, sub leased, charged or encumbered without the contrary contained in clauses (i) through (xiii) aboveleave, license, consent or approval of the lessor, the application of the security interest created by this Agreement hereby to any such lease or agreement shall not extend tobe conditional upon such leave, and the terms “Pledged Collateral” and “Pledged Securities” shall not includelicense, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)consent or approval having been obtained.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor the Company hereby pledges and grants to the Collateral Agent Lender for the benefit of the Lender and all other holders of any of the Secured PartiesObligations from time to time, a lien on and security interest in and to all of the right, title title, and interest of such Pledgor inthe Company in all property and assets of the Company, to and under including the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (ia) all Accounts; (iib) all Equipment, Goods, Inventory and Fixtures; (iiic) all Documents, Instruments and Chattel Paper; (ivd) all Letters of Credit and Letter-of-Credit Rights; (ve) all Securities Collateral; (vif) all Deposit Accounts and Securities Accounts; (g) all Investment PropertyProperty (excluding any Securities Collateral and any Capital Securities issued by any issuer thereof and not constituting Pledged Shares because of clause (b) of the definition of “Pledged Shares”); (viih) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viiii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate2 hereto; (ixj) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all books and records relating to the Pledged Collateral; and (xiiim) to the extent not covered by clauses (ia) through (xiil) of this sentence, all other personal property of such Pledgorthe Company, whether tangible or intangible, intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor the Company from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ia) through (xiiim) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property to the extent, and only for so long as, such assets constitute Excluded Property. The Company shall from time to time at the Pledgors shall, upon the reasonable request of the Collateral Agent at any time an Event of Default has occurred and is continuing, Lender (which request shall refer to this Section 2.1) give written notice to the Collateral Agent Lender identifying in reasonable detail the Special Property (and stating in such notice that such Special Property constitutes “Excluded Property Property”) and shall provide to the Collateral Agent Lender such other information regarding the Excluded Special Property as the Collateral Agent Lender may reasonably request (including written notice identifying request. From and after the date of this Agreement, the Company shall not permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in favor of the Lender unless the Company believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accountsmoney; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Administrative Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all EquipmentEquipment (including, without limitation, Commercial Motor Vehicles), Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsCredit; (v) all Securities Collateral; (vi) all Investment PropertyCollateral Accounts; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsInvestment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 13 14 to the Perfection Certificate; (ixx) all General Intangibles; (xxi) all Money and all Deposit Accounts; (xixii) all Acquisition Documentation and Acquisition Document Rights; (xiii) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, intangible and all Proceeds and products of each of the foregoing and all accessions Accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Administrative Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Administrative Agent identifying in reasonable detail the Special Property (and stating in such notice that such Special Property constitutes “Excluded Property Property”) and shall provide to the Collateral Administrative Agent such other information regarding the Excluded Special Property as the Collateral Administrative Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in favor of the Administrative Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 8 to the Perfection Certificate, any supplement to the Perfection Certificate or any notice delivered to the Collateral Agent pursuant to Section 3.4(b); (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveabove or otherwise set forth in this Agreement, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice Property. Notwithstanding anything herein to the Collateral Agent identifying in reasonable detail contrary, it is hereby acknowledged and agreed that control agreements providing for perfection by Control shall not be required hereunder or under the Excluded Property and shall provide Credit Agreement with respect to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)any Deposit Account, Securities Account or Commodities Account.

Grant of Security Interest. As collateral security for the payment Each Grantor hereby pledges, hypothecates, collaterally assigns, charges, mortgages and performance in full of all the Secured Obligationspledges to Lender, each Pledgor and hereby pledges and grants to the Collateral Agent for the benefit of the Secured PartiesLender, a lien on and security interest in in, all of the such Grantor’s right, title and interest in and to the following, whether now or hereafter existing or acquired and wherever located (collectively, the “Collateral”): (a) all Equipment; (b) all Inventory; (c) all Accounts; (d) all Intellectual Property Collateral; (e) all General Intangibles; (f) all Investment Property; (g) all Deposit Accounts; (h) all Chattel Paper; (i) all Commercial Tort Claims; (j) all Goods (other than Inventory); (k) all Instruments; (l) all Payment Intangibles; (m) all Documents; (n) all Supporting Obligations; (o) all Letter-of-Credit Rights; (p) all Health-care-insurance-receivables; (q) all of such Pledgor ineach Grantor’s right, title and interest in and to all of its Leases and under Management Agreements (including the following property, wherever locatedLeases and Management Agreements specified in Schedule VI attached hereto), and whether each Interest Rate Agreement to which any Grantor is now existing or may hereafter arising become a party, in each case as such agreements may be amended or acquired otherwise modified from time to time (collectively, the “Pledged CollateralAssigned Agreements”): ), including (i) all Accounts; rights of each Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products rights of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty payable with respect to the Assigned Agreements; (iii) all claims of each Grantor for damages arising out of or for breach of or default under the Assigned Agreements; and (iv) the right of each Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all furniture and Fixtures; (s) the Pledged Deposit Accounts, and all amounts therein; (t) all of each Grantor’s other property and rights of every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by, or in transit to, Lender from or for any Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (u) all of each Grantor’s books, records, documents, instruments, electronic databases, computer records, ledger cards, customer lists, manuals, files, correspondence, tapes, drafts and related data processing software, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any and all of the foregoing Collateral; and (v) all Proceeds of any and all of the foregoing Collateral; provided, however, that any agreement to which such Grantor is a party shall be excluded from the security interest granted by such Grantor under this Section to the extent that the assignment thereof or the creation of a security interest therein would constitute a breach of the terms of such agreement, or would permit any party to such Pledgor from time agreement to time terminate such agreement, in each case as such agreement is in effect on the date of this Agreement or the date on which such agreement is first entered into by such Grantor; provided, further, however, that (i) any of the agreements excluded in accordance with the foregoing provision shall cease to be so excluded if, at such time, (A) the prohibition of assignment or creation of a security interest in such agreement is no longer in effect, or is rendered ineffective as a matter of law, or (B) such Grantor has obtained all of the consents of the other parties to such agreement necessary for the assignment of, or creation of a security interest in, such agreement and (ii) with respect to any of the foregoing. Notwithstanding anything Management Agreement referred to the contrary contained in clauses clause (i) through (xiii) abovep), the security interest created by this Agreement such Grantor shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, use its commercially reasonable best efforts to obtain any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)necessary consent.

Grant of Security Interest. As collateral security for (a) To secure the prompt payment and performance in full when due, whether by lapse of all time, acceleration, mandatory prepayment or otherwise, of the Secured Credit Party Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Party a lien on and continuing security interest in in, and a right to set off against, any and all of the right, title and interest of such Pledgor inObligor in and to the following, to and under the following property, wherever located, and whether now owned or existing or owned, acquired, or arising hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory cash and FixturesCash Equivalents; (iii) all Documents, Instruments and Chattel Paper (including Electronic Chattel Paper); (iv) all Letters of Credit and Commercial Tort Claims as set forth on Schedule 2(a)(iv) to the this Security Agreement (as updated from time to time in accordance with provisions herein); (v) all Copyright Licenses; (vi) all Copyrights; (vii) all Deposit Accounts (other than Excluded Accounts); (viii) all Documents; (ix) all Equipment; (x) all Fixtures; (xi) all General Intangibles; (xii) all Goods; (xiii) all Instruments; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letter-of-Credit Rights; (vxvii) all Securities Collateral; Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (vicollectively, the “Assigned Agreements”), including without limitation, (A) all Investment Property; rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (viiB) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 rights of an Obligor to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds receive proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to the Assigned Agreements, (C) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (D) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (xviii) all Patent Licenses; (xix) all Patents; (xx) all Payment Intangibles; (xxi) all Securities Accounts; (xxii) all Software; (xxiii) all Supporting Obligations; (xxiv) all Trademark Licenses; (xxv) all Trademarks; (xxvi) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xxvii) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxviii) to the extent not otherwise included, all Accessions, Proceeds and products of any and all of the foregoing. Notwithstanding anything to . (b) The Obligors and the contrary contained in clauses (i) through (xiii) above, Secured Party hereby acknowledge and agree that the security interest created by this Agreement shall hereby in the Collateral (i) constitutes continuing collateral security for all of the Credit Party Obligations, whether now existing or hereafter arising and (ii) is not extend to, and the terms to be construed as a present assignment of any Intellectual Property. (c) The term “Pledged Collateral” shall include any Bank Products and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request rights of the Collateral Agent at any time an Event Obligors thereunder only for purposes of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)this Section 2.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2011-1 Leases; (B) all other 2011-1 SUBI Assets, including the 2011-1 SUBI Collection Account but excluding the 2011-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2011-1 Vehicles to the extent not applied to making repairs to the related 2011-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all EquipmentEquipment (including Commercial Motor Vehicles), Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the letter of credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting ObligationsMoney; (xii) all Supporting Obligations; (xiii) all books and records relating pertaining to the Pledged Collateral; and; (xiiixiv) to the extent not covered by clauses (i) through (xiixiv) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible, and ; and (xv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixvi) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and Property. In addition, (i) the Pledgors shall, upon shall from time to time at the reasonable request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in favor of the Collateral Agent unless (x) no Event of Default has occurred and is continuing and (y) such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2021-1 Leases; (B) all other 2021-1 SUBI Assets, including the 2021-1 SUBI Collection Account but excluding the 2021-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2021-1 Vehicles to the extent not applied to making repairs to the related 2021-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xiixi) all books and records relating to the Pledged Collateral; and (xiiixii) to the extent not covered by clauses (i) through (xiixi) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Property. The Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the any Excluded Property as the Collateral Agent may reasonably request (including written notice identifying request. In addition, as collateral security for the payment and performance in reasonable detail full of all the Excluded Property)Secured Obligations, each Pledgor hereby pledges and grants to the Control Agent for the benefit of the Collateral Agent and the Secured Parties, a Lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the Control Collateral. It is further understood and agreed that at any time that the Intercreditor Agreement is in effect, any Control Collateral that is required to be delivered, or control over which is required to be granted, to the Collateral Agent hereunder shall be delivered to the Control Agent or be subject to Control Agent’s control.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (x) the Pledgors shall, concurrently with any delivery of financial statements under Section 5.01(a) of the Credit Agreement and upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)) and (y) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such prohibition is permitted under Section 6.19 of the Credit Agreement.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the Letter of Credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible; (xiv) the Escrow Property to the extent the Borrower is determined to have any right, and title or interest in any of the Escrow Property; and (xv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insuranceinsurance (including, without limitation, in connection with a Casualty Event with respect to any Mortgaged Property, or with respect to improvements or Fixtures thereon, any and all awards made for the taking by eminent domain, or by any proceedings or purchase in lieu thereof, of any Mortgaged Property, or any improvements or Fixtures thereon, including any awards resulting from any damage to any Mortgaged Property, improvements or Fixtures for which compensation shall be given by any Governmental Authority), indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Assets.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viiivi) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate2.1 hereto; (ixvii) all General Intangibles; (xviii) all Money and all Deposit Accounts; (xiix) all Supporting Obligations; (xiix) all books and records relating to the Pledged Collateralrecords; and (xiiixi) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixi) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Property. The Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuingAdministrative Agent, give written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)request.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations(a) Each Grantor hereby collaterally assigns, each Pledgor hereby pledges transfers and grants to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a lien on and continuing security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest or interest, in each case, regardless of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time where located (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments cash and Chattel PaperDeposit Accounts; (iv) all Letters of Credit and Documents; (v) all Equipment; (vi) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viiixii) the Commercial Tort Claims described on in Schedule 13 to the Perfection Certificate3; (ixxiii) all General IntangiblesGoods and other personal property not otherwise described above; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xiixiv) all books and records relating pertaining to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such PledgorProceeds, whether tangible or intangible, and all Proceeds Supporting Obligations and products of each any and all of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. Notwithstanding anything to ; provided, however, that notwithstanding any of the contrary contained other provisions set forth in clauses (i) through (xiii) abovethis Article 2, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, and this Agreement shall not constitute a grant of a security interest in, the following: (A) any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock,” (B) any property to the extent that such grant of a security interest is in Equipment or Property, as the case may be, subject to a Lien permitted pursuant to the definition of “Permitted Liens” in the Indenture, in each case, with respect to which such Grantor is prohibited from granting a security interest under the terms of the Debt incurred to finance the purchase of such Equipment or Property, or to the extent that the grant of such security interest in such Equipment or Property is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, (C) any owned real property with a value (together with improvements thereon) of less than $3,000,000 and any leasehold interest related to real property, (D) any property of Parent or Holdings, other than their respective right, title and interest in and to the Capital Stock of the Company (and Holdings, in the case of Parent) and related intangible assets and Proceeds thereof, (E) any United States intent-to-use trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under the applicable federal law and (F) prior to the Discharge of Senior Lender Claims, any assets not subject to First Priority Liens (the assets described in the immediately preceding clauses (A) though (F), collectively, the “Excluded Assets”). (b) Notwithstanding anything herein to the contrary, (i) in no event shall any Grantor be required to (A) perfect a security interest in (y) any foreign Intellectual Property or (z) any vehicles or other assets covered by a certificate of title (except to the extent such security interest is perfected by the filing of UCC financing statements, generally), (B) take any action intended to cause any property that constitutes Excluded Assets to constitute Collateral, (C) take any action, other than the filing of UCC financing statements and other actions otherwise required to be taken hereunder, to perfect any Lien in any assets located outside of the United States, (D) deliver (w) landlord waivers, (x) bailee letters, (y) other similar third-party documents or (z) foreign security documents or (E) deliver a control agreement with respect to (x) any Excluded Property Account or (y) any other Deposit Account if, after using commercially reasonable efforts, such Grantor determines that such control agreement cannot be obtained (the actions described in this clause (i), collectively, the “Excluded Actions”), (ii) none of the covenants or representations and warranties herein or in any other Second Lien Security Document shall be deemed to apply to any property constituting Excluded Assets and (iii) none of the Pledgors shallcovenants or representations and warranties herein or in any other Second Lien Security Document shall be deemed to apply to, upon or require the request performance of, any Excluded Actions. (c) The security interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral Agent at or any time an Event of Default has occurred and is continuing, give written notice transaction in connection therewith. (d) Notwithstanding anything herein to the Collateral Agent identifying in reasonable detail contrary, it is the Excluded Property understanding of the parties that the Liens granted pursuant to this Article 2 shall be subject and shall provide subordinate to the Collateral Liens granted to the Administrative Agent such information regarding to secure the Excluded Property as First Lien Secured Obligations pursuant to the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)First Lien Loan Documents.

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full of all the Secured Obligations, each Pledgor of the Borrowers and each other Credit Party executing this Agreement hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a lien on and security interest in and Lien upon all of its personal property and assets, whether tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Stock and Investment Property; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all General Intangibles; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to the Lender pursuant to any other Loan Document, collectively, the "Collateral"). (b) Each Borrower, Lender and each other Credit Party executing this Agreement agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Lender. Each Borrower and each other Credit Party executing this Agreement represents, warrants and promises to Lender that: (i) each Borrower and each other Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to xxxxx x Xxxx pursuant to the Loan Documents, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Encumbrances; (ii) the security interests granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule 6.1 (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to the Lender in duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Encumbrances. Each Borrower and each other Credit Party executing this Agreement promise to defend the right, title and interest of such Pledgor in, Lender in and to the Collateral against the claims and under the following property, wherever locateddemands of all Persons whomsoever, and whether now existing or hereafter arising or acquired from time to time (collectivelyeach shall take such actions, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; including (x) the prompt delivery of all Money original Instruments, Chattel Paper and all Deposit Accounts; certificated Stock owned by such Borrower and each other Credit Party granting a Lien on Collateral to Lender, (xiy) all Supporting Obligations; notification of Lender's interest in Collateral at Lender's request, and (xiiz) all books the institution of litigation against third parties as shall be prudent in order to protect and records relating preserve each Credit Party's and Lender's respective and several interests in the Collateral. Each Borrower (and any other Credit Party granting a Lien in Collateral) shall xxxx its Books and Records pertaining to the Pledged Collateral; and (xiii) Collateral to evidence the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible Loan Documents and the Liens granted under the Loan Documents. All Chattel Paper shall be marked with the following legend: "This writing and the obligations evidenced or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable secured hereby are subject to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)General Electric Capital Corporation."

Grant of Security Interest. As collateral security (a) Each U.S. Institution Subsidiary hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the payment and performance in full ratable benefit of all the Secured ObligationsParties, each Pledgor hereby pledges and grants to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”), all of the its right, title and interest of such Pledgor in, to and under all of the following propertyproperty now owned or at any time hereafter acquired by such U.S. Institution Subsidiary or in which such U.S. Institution Subsidiary now has or at any time in the future may acquire any right, wherever located, and whether now existing title or hereafter arising or acquired from time to time interest (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all AccountsPledged US Receivables; (ii) all Equipment, Goods, Inventory and FixturesPledged U.S. Institution Subsidiary Trademarks; (iii) all Documents, Instruments and Chattel PaperPledged U.S. Institution Subsidiary Copyrights; (iv) all Letters of Credit and Letter-of-Credit RightsPledged U.S. Institution Subsidiary Patents; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating pertaining to the Pledged Collateral; and (xiiivi) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to provided, (x) that none of the contrary contained items included in clauses (i) through (xiiiiv) aboveabove shall constitute Collateral to the extent (and only to the extent) that the grant of the Security Interest therein would violate any Requirement of Law applicable to such Collateral (other than to the extent that any such Requirement of Law would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) and (y) the Collateral shall not include any “intent-to-use” Pledged U.S. Institution Subsidiary Trademark application prior to the filing of and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, solely during the period, if any, in which the grant of a security interest created therein would impair the validity or enforceability of any registration issuing from such “intent-to-use” Pledged U.S. Institution Subsidiary Trademark application under applicable federal law. (b) Each U.S. Institution Subsidiary hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements and, with notice to the Borrower, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the Security Interests of the Collateral Agent under this Collateral Agreement. Each U.S. Institution Subsidiary hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Collateral Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the Collateral Agent. Each U.S. Institution Subsidiary hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Agreement shall not extend toSection 2(b), including the filings in the United States Patent and Trademark Office and United States Copyright Office referred to below. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted hereunder by each U.S. Institution Subsidiary and naming any U.S. Institution Subsidiary as debtor and the terms “Pledged Collateral” and “Pledged Securities” shall not includeCollateral Agent as secured party, any Excluded Property and provided that, at the Pledgors shall, upon the reasonable request of the Collateral Agent at Agent, each U.S. Institution Subsidiary agrees to execute any time an Event of Default has occurred such documents to be so filed. The Security Interests are granted as security only and is continuing, give written notice to shall not subject the Collateral Agent identifying or any other Secured Party to, or in reasonable detail any way alter or modify, any obligation or liability of any U.S. Institution Subsidiary with respect to or arising out of the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Collateral.

Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection CertificateCertificate and all Commercial Tort Claims of which any Pledgor has provided notice to the Collateral Agent pursuant to Section 3.4(c); (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2012-1 Leases; (B) all other 2012-1 SUBI Assets, including the 2012-1 SUBI Collection Account but excluding the 2012-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2012-1 Vehicles to the extent not applied to making repairs to the related 2012-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor the Debtor hereby pledges and grants to the Collateral Agent for the benefit Secured Party a continuing security interest in, lien on, and right of set-off against, all personal property and fixtures of the Secured PartiesDebtor, a lien on and security interest in including without limitation all of the rightfollowing property of the Debtor, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now owned or existing or hereafter arising acquired or acquired from time to time (collectivelyarising, the “Pledged Collateral”):regardless of where located: (i) all AccountsAccounts of the Debtor (including the Debtor's interest in all credit enhancements therefor); (ii) all Equipment, Goods, Inventory and Fixturesof the Debtor; (iii) all Documents, Instruments and Chattel PaperEquipment of the Debtor (provided that the Debtor shall not be required to record the Secured Party's Lien on any certificate of title relating to any motor vehicle); (iv) all Letters Assigned Contracts, letters of Credit credit, chattel paper, promissory notes, instruments and Letter-of-Credit Rightsdocuments of title of the Debtor; provided, that the Collateral shall not include any Assigned Contract in respect of which the grant of the security contemplated by this Agreement shall be prohibited by its terms; provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this Section 2.1 shall be deemed to apply thereto automatically; (v) all Securities CollateralGeneral Intangibles of the Debtor, including all Proprietary Rights of the Debtor; provided, that the Collateral shall not include any General Intangible in respect of which the grant of the security contemplated by this Agreement shall be prohibited by its terms; provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this Section 2.1 shall be deemed to apply thereto automatically; (vi) all Investment PropertyProperty and Financial Assets of the Debtor; (vii) to the extent not included in the foregoing, all Patentsclaims which the Debtor has against any other Person, Trademarks, Copyrights, Intellectual Property Licenses including all amounts owing to the Debtor by any Person for loans and Trade Secrets and Other Proprietary Rightsadvances made by the Debtor to such Person; (viii) all money, cash, cash equivalents, securities and other property of any kind of the Commercial Tort Claims described on Schedule 13 to Debtor held directly or indirectly by, or under the Perfection Certificatecontrol of, the Secured Party or any affiliates thereof or by a bailee thereof; (ix) all General Intangiblesdeposit accounts, credits and balances of the Debtor with, and other claims of the Debtor against, the Secured Party or any of its affiliates; (x) all Money books, records and all Deposit Accounts;other property related to or referring to any of the foregoing, including, without limitation, books, records, account ledgers, data processing records, computer software and other property at any time evidencing or relating to any of the foregoing; and (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents, profits and products of, each proceeds of any of the foregoing, any and all Proceeds including, but not limited to, proceeds of any insuranceinsurance policies, indemnityclaims against third parties, warranty and condemnation or guaranty payable to such Pledgor from time to time requisition payments with respect to all or any of the foregoing. Notwithstanding anything All of the foregoing, and all other property of the Debtor in which the Secured Party may at any time be granted a Lien to secure the contrary contained Obligations, is herein collectively referred to as the "Collateral." (b) All of the Obligations shall be secured by all of the Collateral. The Secured Party may in clauses its sole discretion, (i) through (xiii) aboveexchange, waive or release any of the security interest created by this Agreement shall not extend toCollateral, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, (ii) when any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred exists (x) apply Collateral and is continuing, give written notice to direct the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property order or manner of sale thereof as the Secured Party may determine, and (y) settle, compromise, collect, or otherwise liquidate any Collateral Agent may reasonably request (including written notice identifying in reasonable detail any manner, all without affecting the Excluded Property)Obligations or the Secured Party's right to take any other action with respect to any other Collateral.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2018-1 Leases; (B) all other 2018-1 SUBI Assets, including the 2018-1 SUBI Collection Account but excluding the 2018-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2018-1 Vehicles to the extent not applied to making repairs to the related 2018-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each the Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien Lien on and security interest in all of the right, title and interest of such the Pledgor in, to and under all property of the Pledgor and in particular the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accountsthe Collateral Assets; (ii) all Equipment, Goods, Inventory and FixturesInstruments; (iii) all Documents, Instruments Investment Property and Chattel Paperall Financial Assets; (iv) all Letters of Credit and Letter-of-Credit RightsGeneral Intangibles, including, without limitation, all Payment Intangibles; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xivi) all Chattel Paper; (vii) all Letter-of-Credit Rights (viii) all Documents; (ix) all Supporting Obligations; (xiix) all books and records Records relating to the Pledged Collateral; (xi) all Accounts; (xii) all rights arising under the Investment Advisory Agreement and the Sale Agreement; (xiii) all Cash and Cash Equivalents (a) held in, or expressly required to be deposited into, the Collateral Account pursuant to the terms of the Collateral Administration Agreement, or (b) received by the Administrative Agent or any Lender as a result of the exercise of remedies in accordance with the Loan Documents in respect of the Collateral Assets; provided that Cash and Cash Equivalents that would otherwise constitute Collateral pursuant to this clause (xiii) shall cease to be Collateral immediately and automatically upon their release from the Collateral Account pursuant to the terms of the Collateral Administration Agreement; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such the Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveforegoing, the Lien and security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” shall not include, and “Pledged Securities” the component definitions thereof shall not include, any Excluded Property Property. Any Collateral Asset and related Collateral shall cease to be Collateral immediately and automatically upon its sale or transfer pursuant to and in compliance with the Pledgors shall, upon the request terms and conditions of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Loan Documents.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the Letter of Credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and ; and (xiv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything herein to the contrary contained in clauses (i) through (xiii) abovecontrary, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and Property; provided, that the Pledgors shall, upon shall from time to time at the reasonable request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying request. Notwithstanding anything to the contrary contained herein, the Pledgors shall not be required to provide physical Collateral or to otherwise perfect a security interest in reasonable detail any Collateral to the extent constituting an Excluded Property)Perfection Action.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2017-1 Leases; (B) all other 2017-1 SUBI Assets, including the 2017-1 SUBI Collection Account but excluding the 2017-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2017-1 Vehicles to the extent not applied to making repairs to the related 2017-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Assets.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2022-1 Leases; (B) all other 2022-1 SUBI Assets, including the 2022-1 SUBI Collection Account but excluding the 2022-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2022-1 Vehicles to the extent not applied to making repairs to the related 2022-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon shall from time to time at the request of the Collateral Administrative Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Administrative Agent identifying in reasonable detail any material Excluded Property. Notwithstanding any of the Excluded other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Secured Obligations secured under the Collateral Documents by Principal Property (as defined in each Senior Note Indenture) or any shares of capital stock or evidences of Indebtedness (as defined in each Senior Note Indenture) issued by any Domestic Subsidiary (as defined in each Senior Note Indenture) and owned by Wendy’s International, Inc. or any Domestic Subsidiary (as defined in each Senior Note Indenture) (collectively, the “Restricted Property”) shall provide not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of Indebtedness (as defined in each Senior Note Indenture) that may be secured by Restricted Property under each Senior Note Indenture, determined in accordance with the terms of each Senior Note Indenture, without requiring holders of the applicable Senior Notes to be equally and ratably secured in accordance with the terms of such Senior Note Indenture. It is understood and acknowledged by the parties hereto (including, by its acceptance of the benefit of this Agreement, each Secured Party) that (v) as of the Closing Date, the total amount of Secured Obligations is in excess of the Indenture Threshold Amount as of the Closing Date, (w) from time to time after the Closing Date, the total amount of the Secured Obligations may be in excess of the Indenture Threshold Amount then in effect, (x) as of the Closing Date, the Secured Obligations in excess of the Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time after the Closing Date, any Secured Obligations in excess of the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and (z) in no event shall any Lien (as defined in each Senior Note Indenture) on any Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Secured Obligations in excess of the Indenture Threshold Amount then in effect. For the avoidance of doubt, the calculation of the Indenture Threshold Amount at any date of determination shall take into account all outstanding Attributable Value (as defined in each Senior Note Indenture) of all Sale and Lease-Back Transactions (as defined in each Senior Note Indenture) permitted pursuant to the Collateral Agent last paragraph of Section 1009 of each Senior Note Indenture as of such information regarding date and all Indebtedness (as defined in each Senior Note Indenture) of Wendy’s International, Inc. and its Domestic Subsidiaries (as defined in each Senior Note Indenture) secured by Liens (as defined in each Senior Note Indenture) permitted pursuant to the Excluded Property last paragraph of Section 1008 of each Senior Note Indenture as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)of such date.

Grant of Security Interest. As collateral security for (a) To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Borrower hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all Property of such Borrower, including all of the rightfollowing Property, title whether now owned or hereafter acquired, and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):: (i) all Accounts; (ii) all EquipmentChattel Paper, Goods, Inventory and Fixturesincluding electronic chattel paper; (iii) all Documents, Instruments and Chattel PaperCommercial Tort Claims; (iv) all Letters of Credit and Letter-of-Credit RightsDeposit Accounts; (v) all Securities CollateralDocuments; (vi) all General Intangibles, including Intellectual Property; (vii) all Goods, including Inventory, Equipment and fixtures; (viii) all Instruments; (ix) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit AccountsLetter-of-Credit Rights; (xi) all Supporting Obligations; (xii) all books monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (xiii) all accessions to, substitutions for, and records relating all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to the Pledged insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (xiiixiv) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the extent not covered by clauses foregoing. (ib) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained set forth in clauses (i) through (xiiiSection 7.1(a) above, the types or items of Collateral described in such Section shall not include (collectively, the “Excluded Property”): (i) any Excluded Equity, (ii) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property, as such, if under the terms of such contract, lease, permit, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest created or Lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived, provided, that the forgoing exclusion shall in no way be construed (A) to apply if any such prohibition is unenforceable under the UCC or other Applicable Law or (B) so as to limit, impair or otherwise affect Agent's unconditional continuing security interests in and Liens upon any rights or interests of any Borrower in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Accounts), (iii) any application for a trademark that would be invalidated, canceled, voided or abandoned due to the grant and/or enforcement of such security interest or Lien, including all such United States and foreign trademark applications that are based on an intent-to-use the xxxx in commerce, unless and until such time that the grant and/or enforcement of the security interest or Lien will not cause such trademark to be invalidated, canceled, voided or abandoned, or (iv) Equipment of Fixtures owned by this Agreement any Obligor that is subject to a Purchase Money Lien or Capital Lease permitted hereunder, but only to the extent that the contract pursuant to which such Purchase Money Lien is granted or such Capital Lease would prohibit the granting of a Lien on such Equipment or Fixtures pursuant hereto; provided, however that Excluded Property shall not extend toinclude any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property) and the terms “Pledged Collateral” and “Pledged Securities” shall not includeprovided, further if any Excluded Property and the Pledgors shallwould have otherwise have constituted Collateral, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice when such property shall cease to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the be Excluded Property), such property shall be deemed at all times from and after the date hereof to constitute Collateral.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee); (xiii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and from and after the Pledgors shallIssue Date, upon no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the request creation of a Lien on such permit, license or agreement in favor of the Collateral Agent at any time an Event unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of Default has occurred and is continuingsuch type, give written notice subject to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide Burger King Rights. In addition, notwithstanding anything herein to the contrary, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of any Pledgor that is a Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Interests or other securities of such Pledgor secure the Notes and/or Permitted Additional Pari Passu Obligations affected thereby, then the Capital Interests and such other securities of such Pledgor will automatically be deemed not to be part of the Pledged Collateral Agent securing the Notes and/or Permitted Additional Pari Passu Obligations affected thereby but only to the extent necessary to not be subject to such information regarding requirement, only for so long as required to not be subject to such requirement and only with respect to Secured Obligations affected thereby. In the Excluded Property event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Pledgor’s Capital Interests and other securities to secure the Notes and/or Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Pledgor, then the Capital Interests and other securities of such Pledgor will automatically be deemed to be a part of the Pledged Collateral for the relevant Notes and/or Permitted Additional Pari Passu Obligations but only to the extent necessary to not be subject to any such financial statement requirement. In accordance with the limitations set forth in the two immediately preceding paragraphs, the Pledged Collateral for the Notes and/or Permitted Additional Pari Passu Obligations will include such Pledgor’s Capital Interests only to the extent that the applicable value of such Capital Interests (on a Subsidiary-by-Subsidiary basis) is less than 20% of the aggregate principal amount of the Notes outstanding. Following the date hereof, however, the portion of the Capital Interests of Subsidiaries constituting Pledged Collateral may increase or decrease as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)described above.

Grant of Security Interest. As collateral security for (a) To secure the payment and performance in full of any and all the Secured Obligations, each Pledgor of Borrower and Overhill Ventures hereby grants to Lender a Lien upon, and so pledges and assigns to Lender, and affirms, ratifies and acknowledges the continuing validity, enforceability, and perfection of, the assignments, pledges, and grants to Lender of Liens heretofore granted to Lender (or to UBOC as Lender’s assignor) pursuant hereto in and to, all right, title and interest of Borrower and Overhill Ventures in and to the Collateral. (b) Each of Borrower and each of its Subsidiaries represents, warrants, and agrees as follows: (i) Lender’s Liens in the Collateral Agent for are fully perfected Liens on all Collateral with respect to which Liens can be perfected by filing, which Liens are, until the benefit Termination Date, enforceable as first priority, fully perfected Liens as against all other creditors of, and purchasers from, Borrower and each of its Subsidiaries (other than purchasers and lessees of Inventory in the Secured Parties, a lien on ordinary course of business and security interest the non-exclusive licensees of General Intangibles in the ordinary course of business); (ii) all action necessary or desirable to protect and perfect such Liens in favor of Lender in all of the Collateral has been duly taken as to all Collateral with respect to which Liens can be perfected by filing; (iii) except for Permitted Liens on Collateral, Borrower (and any of its Subsidiaries granting a Lien in Collateral) is and has rights in and the power to transfer each such item of the Collateral (other than consigned goods specifically identified in Schedule 6.1), free and clear of any and all other Liens except for Liens in favor of Lender; and (iv) no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument, or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those filed by Borrower (and any of its Subsidiaries granting a Lien to Lender in the Collateral) in favor of Lender pursuant to the Loan Documents, and those relating to other Permitted Liens. Each of Borrower and its Subsidiaries shall defend the right, title and interest of such Pledgor in, Lender in and to the Collateral against the claims and under the following property, wherever locateddemands of all Persons, and whether now existing or hereafter arising or acquired from time to time (collectivelyshall take such actions, the “Pledged Collateral”): including (i) all Accounts; actions necessary to grant Lender “control” of any Investment Property, Deposit Accounts or electronic Chattel Paper owned by Borrower and each of its Subsidiaries granting a Lien in Collateral, with any agreements establishing control to be in form and substance satisfactory to Lender, (ii) the delivery to Lender of all Equipmentoriginal Instruments, GoodsChattel Paper, Inventory and Fixtures; certificated Stock owned by Borrower and each of its Subsidiaries granting a Lien in Collateral (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Borrower receives same, (iii) all Documentsnotification of Lender’s interest in Collateral at Lender’s request, Instruments and Chattel Paper; (iv) all Letters the institution of Credit litigation against third parties, as shall be prudent in order to protect and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patentspreserve Borrower’s, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangibleSubsidiaries’, and all Proceeds Lender’s respective and products of each of several interests in the foregoing Collateral. Borrower (and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained its Subsidiaries granting a Lien in clauses (iCollateral) through (xiii) above, the security interest created by this Agreement shall not extend to, mxxx its Books and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice Records pertaining to the Collateral Agent identifying to evidence the Loan Documents and the Liens granted under the Loan Documents. If Borrower or any of its Subsidiaries retains possession of any Chattel Paper or Instruments with Lender’s consent, then such Chattel Paper and Instruments shall be marked with the following legend: “THIS WRITING AND THE OBLIGATIONS EVIDENCED OR SECURED HEREBY ARE SUBJECT TO THE LIEN OF PLEASANT STREET INVESTORS, LLC.” Borrower and each of its Subsidiaries granting a Lien in reasonable detail Collateral shall promptly, and in any event within two (2) Business Days after the Excluded Property same is acquired by it, notify Lender of any Commercial Tort Claim acquired by it and unless otherwise consented by Lender, Borrower (and any applicable Subsidiary) shall provide enter into an amendment or other supplement to this Agreement (and the Collateral Agent Loan Documents) granting to Lender a Lien in such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Commercial Tort Claim.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Credit Party Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) ; all General Intangibles; (xix) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xix) all Supporting Obligations; (xi) all Bank Products; (xii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Administrative Agent (or its agent or designee); (xiii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, subject to the Burger King Rights and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Popeyes Rights.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time (which request, unless an Event of Default has occurred and is continuing, shall occur no more often than once every three months) give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in favor of the Collateral Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien on all of the right, title and interest personal Property of such Pledgor inObligor, to including the following, whether now owned or hereafter acquired, and under the following property, wherever located: (a) all Accounts and all Payment Intangibles; (b) all Chattel Paper, including electronic chattel paper; (c) all Commercial Tort Claims, including those shown on Schedule 7.5; (d) all Deposit Accounts and whether now existing or hereafter arising or acquired from time to time Securities Accounts; (collectivelye) all Documents; (f) all General Intangibles (including Intellectual Property) and all business interruption insurance; (g) all Goods, the “Pledged including Inventory, Equipment, Fixtures and As-Extracted Collateral”):; (h) all Instruments; (i) all AccountsInvestment Property; (iij) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all monies, whether or not in the possession or under the control of Agent, including any Cash Collateral; (m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (n) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateral; and (xiii) foregoing. To the extent that any of the above-described Property is not subject to the extent not covered by clauses (i) through (xii) of this sentenceUCC, each Obligor hereby pledges and collaterally assigns all other personal property of such PledgorObligor’s right, title, and interest in and to such Property, whether tangible now owned or intangiblehereafter acquired, and all Proceeds and products of each to Agent for the benefit of the foregoing Secured Parties to secure the payment and all accessions to, substitutions performance of the Obligations to the full extent that such a pledge and replacements for, and rents, profits and products of, each of collateral assignment is possible under relevant law. Notwithstanding the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement Collateral shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” include any Excluded Property; provided that Excluded Property shall not includeinclude any proceeds, any products, substitutions or replacements of Excluded Property and the Pledgors shallProperty, upon the request of the Collateral Agent at any time including monies due or to become due to an Event of Default has occurred and is continuingObligor (unless such proceeds, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the products, substitutions or replacements would otherwise constitute Excluded Property).

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2014-1 Leases; (B) all other 2014-1 SUBI Assets, including the 2014-1 SUBI Collection Account but excluding the 2014-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2014-1 Vehicles to the extent not applied to making repairs to the related 2014-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for 2.1 To secure the payment Borrower’s full and timely performance in full of all the Secured its Obligations, each Pledgor the Borrower hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Party a lien continuing Lien on and security interest interest, right of setoff against and an assignment to the Secured Party (the “Security Interest”) in all of the Borrower’s right, title and interest in and to all of such Pledgor inits real properties, personal property and assets (both tangible and intangible), including, the following, but excluding Deposit Certificate of $1,580,508 pledged to the State of Kentucky by X. X. Xxxxx as bonds for reclamation reliability to be incurred, whether now owned or hereafter acquired and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time : (collectively, the “Pledged Collateral”): a) all Receivables; (b) all Equipment; (c) all Fixtures; (d) all Intangibles; (e) all Inventory; (f) all Investment Property; (g) all Deposit Accounts; (h) all Cash; (i) all Accounts; Intellectual Property; (iij) all Equipment, Goods, Inventory and Fixtures; leases; (iiik) all Documents, Instruments and Chattel Paper; (iv) all Letters other Goods of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged CollateralBorrower; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoingforegoing (collectively, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable the “Collateral”). Notwithstanding the granting by the Borrower to such Pledgor from time to time with respect to any the Secured Party of the foregoing. Notwithstanding anything to Security Interests in the contrary contained assets listed in clauses Section 2 (ia) through (xiiik) above, the Secured Party’s Security Interest shall be subordinate to the security interest created held by this Agreement the State of Kentucky on certificates of deposit and/or bonds pledged to the State of Kentucky to indemnify the State of Kentucky for any expenses or costs related to the reclamation of any surface and underground mines developed or exploited by the Borrower. 2.2 Anything herein to the contrary notwithstanding: (a) the Borrower shall not extend to, remain liable under the contracts and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice agreements related to the Collateral Agent identifying in reasonable detail to the Excluded Property 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; (b) the exercise by the Secured Party of any of the rights hereunder shall provide not release the Borrower from any of its duties or obligations under the contracts and agreements related to the Collateral; (c) no Secured Party shall have any obligation or liability under the contracts and agreements related to the Collateral Agent such information regarding by reason of this Agreement, nor shall the Excluded Property as Secured Party be obligated to perform any of the Collateral Agent may reasonably request obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder; and (including written notice identifying d) no Secured Party shall have any liability in reasonable detail contract or tort for the Excluded Property)Borrower’s acts or omissions.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor (a) Each Grantor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”) all of the such Grantor’s right, title and interest of such Pledgor in, to and under the following propertyfollowing, wherever located, and whether now existing owned or at any time hereafter arising acquired by such Grantor or acquired from in which such Grantor now has or at any time to time in the future may acquire any right, title or interest (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments and Chattel PaperCommercial Tort Claims described on Schedule 4 (as such Schedule may be amended from time to time); (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralEquipment, Fixtures and Goods; (vi) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Investment Property; (viixi) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xixii) all Supporting Obligations; (xiixiii) all books and records relating pertaining to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and any or all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing; provided that the Collateral (and any defined term used in the definition thereof) for any Obligations shall not include any (x) Excluded Stock and Stock Equivalents or (y) Excluded Property; provided, however, that Collateral shall include any and all Proceeds Proceeds, substitutions or replacements of any insuranceassets referred to in the foregoing clauses (x) and (y) (unless such Proceeds, indemnitysubstitutions or replacements would constitute assets referred to in clause (x) or (y)). (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, warranty or guaranty payable to such Pledgor counsel and other representatives, at any time and from time to time time, to file or record financing statements, amendments to financing statements and, with notice to the applicable Grantors, other filing or recording documents or instruments with respect to any of the foregoing. Notwithstanding anything Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request Security Interests of the Collateral Agent under this Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets”, “all assets now owned or hereafter acquired” or words of similar effect, provided that with respect to fixtures, the Collateral Agent shall only file or record financing statements in the jurisdiction of organization of a Grantor, except in connection with a Mortgage. Each Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time an Event of Default has occurred and is continuingfrom time to time, give written notice to file continuation statements with respect to previously filed financing statements. Subject to the Collateral Agent identifying limitations contained herein and in reasonable detail the Excluded Property and shall Credit Agreement, each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Section 2(b). The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), with the signature of each applicable Grantor, such information regarding documents as may be necessary or advisable for the Excluded Property purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted hereunder by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent, as the case may be, as secured party. The Security Interests are granted as security only and shall not subject the Collateral Agent may reasonably request (including written notice identifying or any other Secured Party to, or in reasonable detail any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Excluded Property)Collateral, unless the Collateral Agent has expressly assumed such obligations or liabilities and released the Grantors from such obligations and liabilities.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2013-1 Leases; (B) all other 2013-1 SUBI Assets, including the 2013-1 SUBI Collection Account but excluding the 2013-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2013-1 Vehicles to the extent not applied to making repairs to the related 2013-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following propertyProperty, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment PropertyProperty and Deposit Accounts; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 1 hereto (as such Schedule may be supplemented from time to the Perfection Certificatetime pursuant to Section 3.4(f)); (ix) all General Intangibles; (x) all Money and all Deposit AccountsMoney; (xi) all Supporting Obligations; (xii) all books and records relating pertaining to the Pledged Collateral; and; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property choses in action of such Pledgor, whether tangible or intangible, and ; and (xiv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, above or any other provision of any Notes Document: (v) the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged SecuritiesIntellectual Property Collateral” shall not include, any Excluded Property and Assets; (w) no Pledgor shall be required to take any action with respect to perfection by “control” (within the Pledgors shall, upon the request meaning of the Collateral Agent at any time an Event UCC (other than in respect of Default has occurred and is continuing(A) Pledged Securities (to the extent such Pledged Securities can be perfected by control), give written notice (B) Pledged Debt to the extent required to be delivered to the Collateral Agent identifying hereunder and (C) any accounts pursuant to Section 2.3); (x) except as provided in reasonable detail Section 4.19(d)(i) of the Excluded Property and Indenture, no security agreements or pledge agreements governed under the laws of any jurisdiction, other than the United States or any of its States, shall provide be required; (y) no Pledgor shall be required to perfect the security interests granted by this Agreement by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) or local filing office, as applicable, of the relevant state(s), (B) filing and recording fully executed agreements substantially in the forms set forth in Exhibits 2, 3, and 4 hereto in the USPTO or in the USCO, as applicable, (C) obtaining “control” (within the meaning of the UCC) of Pledged Securities, Pledged Debt and any accounts pursuant to Section 2.3 to the extent expressly required elsewhere herein or (D) other methods expressly provided herein; and (z) no Pledgor shall be required to deliver any leasehold mortgage, landlord consent or estoppel, collateral access agreement or bailee letters with regards to any leased Real Property. Notwithstanding anything to the contrary contained herein, immediately upon any Property ceasing to constitute Excluded Assets, the Pledged Collateral Agent shall include, and the Issuer and the other Pledgors, as applicable, shall be deemed to have granted a security interest in, such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured ObligationsLiabilities, each Pledgor hereby pledges and grants to the Collateral Agent Secured Party, for the benefit of the Secured PartiesLenders, a lien on and security interest in and security title to the Investment Account and the Pledged Securities, together with (i) the certificate(s), if any, from time to time representing such Pledged Securities accompanied by a power of attorney concerning the Pledged Securities duly executed in blank by the Pledgor, and (ii) subject to the rights of the Pledgor set forth in Section III, all distributions (whether in cash, stock, warrants, options, or other securities), cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities; and hereby assigns, transfers, hypothecates and sets over to the Secured Party all of the Pledgor's right, title and interest of such Pledgor in, to in and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and Securities (xiii) and in and to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible certificates or intangible, and all Proceeds and products of each of instruments evidencing the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained items described in clauses (i) through and (xiiiii) above, ) to be held upon the security interest created by terms and conditions set forth in this Agreement shall not extend to, Agreement. Pledgor agrees to deliver to the Pledgee all certificates and instruments evidencing the items described in clause (ii) above promptly upon Pledgor's receipt thereof. The Investment Account and the terms “Pledged Collateral” and “Pledged Securities” , together with all other securities in respect thereof and moneys received in respect thereof and any proceeds of any of the foregoing, are sometimes hereinafter called the "Collateral." For purposes of this Agreement, "distribution" shall not include, without limitation, any Excluded Property and the Pledgors shall, upon the request all interest payable in respect of the Collateral Agent at Pledged Securities on any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)other Collateral.

Grant of Security Interest. As collateral security 11.1 Concurrently and automatically with our purchase of any Account for the payment applicable Purchase Price as provided in this Agreement, you shall assign and performance grant to us a first and paramount security interest in: (a) all such purchased Accounts, as well as any related instruments, documents, chattel paper (including electronic chattel paper) and any other obligations owing to you of the customer; (b) unpaid seller’s rights (including rescission, repossession, replevin, reclamation and stoppage in full transit) with respect to such purchased Accounts; (c) rights to any inventory represented by the foregoing, including Returned Goods; (d) reserves and credit balances arising hereunder; (e) guarantees, collateral, supporting obligations and letter of all the Secured Obligations, each Pledgor hereby pledges and grants credit rights with respect to the Collateral Agent for foregoing; (f) insurance policies, proceeds or rights relating to the benefit foregoing; (g) cash and non-cash proceeds of the Secured Parties, a lien on foregoing; and security interest (h) Books and Records (defined in all of section 13 below) evidencing or pertaining to the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time foregoing (herein collectively, the “Pledged Collateral”):). 11.2 You agree to comply with all applicable laws to perfect our security interest in Collateral pledged to us hereunder, and to execute such documents as we may reasonably require to effectuate the foregoing and to implement this Agreement. You irrevocably authorize us to file financing statements, and all amendments and continuations with respect thereto, all in order to create, perfect or maintain our security interest in the Collateral, as more fully described above and you hereby ratify and confirm any and all financing statements, amendments and continuations with respect thereto hereafter filed by us pursuant to the foregoing authorization. We and you each hereby covenant and agree to (i) all Accounts; execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents and (ii) do all Equipment, Goods, Inventory such other acts and Fixtures; (iii) all Documents, Instruments things as may be required by law or as may be reasonably necessary or advisable to carry out the full intent and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)purposes hereof.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2015-2 Leases; (B) all other 2015-2 SUBI Assets, including the 2015-2 SUBI Collection Account but excluding the 2015-2 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2015-2 Vehicles to the extent not applied to making repairs to the related 2015-2 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2015-1 Leases; (B) all other 2015-1 SUBI Assets, including the 2015-1 SUBI Collection Account but excluding the 2015-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2015-1 Vehicles to the extent not applied to making repairs to the related 2015-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2017-2 Leases; (B) all other 2017-2 SUBI Assets, including the 2017-2 SUBI Collection Account but excluding the 2017-2 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2017-2 Vehicles to the extent not applied to making repairs to the related 2017-2 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following propertyProperty, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, giving effect to clause (a) of the proviso in this Section 2.1, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment PropertyProperty and Deposit Accounts; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) all Commercial Tort Claims, including, without limitation, the Commercial Tort Claims described on Schedule 13 1 hereto (as such Schedule may be supplemented from time to the Perfection Certificatetime pursuant to Section 3.4(f)); (ix) all General Intangibles; (x) all Money and all Deposit AccountsMoney; (xi) all Supporting Obligations; (xii) all books and records relating pertaining to any and/or all of the Pledged Collateral; andforegoing; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property choses in action of such Pledgor, whether tangible or intangible, and ; and (xiv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) aboveabove or any other provision of this Agreement or any other Notes Document, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged SecuritiesIntellectual Property Collateral” shall not include, any Excluded Assets. Notwithstanding anything to the contrary contained herein, immediately upon any Property of a Pledgor ceasing to constitute Excluded Assets, the Pledged Collateral shall include, and the Pledgors shallIssuer and the other Pledgors, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuingas applicable, give written notice shall be deemed to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent have granted a security interest in, such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2016-1 Leases; (B) all other 2016-1 SUBI Assets, including the 2016-1 SUBI Collection Account but excluding the 2016-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2016-1 Vehicles to the extent not applied to making repairs to the related 2016-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Borrower hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the rightfollowing Property, title whether now owned or hereafter acquired, and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):: (ia) all Accounts; (iib) all EquipmentChattel Paper, Goods, Inventory and Fixturesincluding electronic chattel paper; (iiic) all Commercial Tort Claims, including those shown on Schedule 9.1.16; (d) all Deposit Accounts; (e) all Documents, Instruments and Chattel Paper; (ivf) all Letters of Credit General Intangibles, including Intellectual Property; (g) all Goods, including Inventory, Equipment and fixtures; (h) all Instruments; (i) all Investment Property; (j) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) Real Estate; (m) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (n) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained contrary, the Collateral shall exclude the following: (a)(i) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest therein is prohibited by Applicable Law (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (ii) pledges and security interests prohibited by Applicable Law (with no requirement to obtain the consent of any Governmental Authority or third party, including, without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute) (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (iii) any lease, license in which a Borrower is the licensee, permit or agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, permit or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (iv) motor vehicles, airplanes and other assets subject to certificates of title; (v) any assets to the extent a security interest in such assets could result in material adverse tax consequences, as reasonably determined by Borrowers in consultation with the Agent; (vi) letter of credit rights (to the extent a security interest therein cannot be perfected by UCC filings) and commercial tort claims below $750,000; (vii) margin stock and stock and assets of unrestricted subsidiaries, captive insurance subsidiaries, not-for-profit subsidiaries, special purpose entities and immaterial subsidiaries; (viii) any fee-owned Real Estate with a fair market value (to be determined in good faith by the Borrowers) of less than $1,000,000 or that is located in a jurisdiction other than the U.S.; provided, however, all Real Estate owned in fee by any Borrower or Guarantor as of the date hereof shall be deemed Collateral and shall be subject to a mortgage in favor of the Agent; (ix) any leasehold interests in Real Estate; (x) any asset held directly or indirectly by any Foreign Subsidiary; (xi) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (xii) interests in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of third parties (that are not Obligors) (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (xiii) any property subject to a purchase money or capital lease financing arrangement or similar arrangement permitted hereunder to the extent such documents governing such arrangement do not permit other liens on such property; (xiv) any assets acquired in connection with a permitted acquisition or permitted investment subject to liens permitted hereunder and which are subject to contractual arrangements prohibiting a lien securing the Obligations (that were not entered into in contemplation of such acquisition); (xv) assets where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Agent and Borrowers; (xvi) xxxxx cash accounts less than $25,000 individually and in the aggregate less than $100,000; (xvii) equity interests in Bootlegger, and (xviii) the “CIRQ” trademarks owned by Domaine M.B., LLC, a California limited liability company (“Domaine”), to be transferred to Xxxxxxx Xxxxx Xxxxxx and the Xxxxxx Living Trust (collectively, the “Xxxxxx Parties”) on or prior to August 31, 2018, pursuant to that certain Agreement, dated as of February 16, 2018 by and among Domaine, the Xxxxxx Parties and the other parties thereto and (b) the Borrowers and Guarantors shall not be required with respect to any assets located outside the U.S. or assets that require action under the laws of any jurisdiction other than the U.S. to create or perfect a security interest in such assets, including any intellectual property registered in any jurisdiction other than the U.S. (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the U.S.) (the foregoing described in clauses (ia)(i) through (xiiixviii) aboveand (b) are, collectively, the security interest created by this Agreement “Excluded Assets”). Notwithstanding anything to the contrary herein or in any other Loan Document, Obligations in respect of Revolver Loans and LC Obligations issued under Revolver Commitments shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, be secured by any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)constituting Real Estate whether now owned or hereafter acquired.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2016-2 Leases; (B) all other 2016-2 SUBI Assets, including the 2016-2 SUBI Collection Account but excluding the 2016-2 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2016-2 Vehicles to the extent not applied to making repairs to the related 2016-2 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “(including all of the individual items comprising Pledged Securities” Collateral) shall not include, any Excluded Assets or 3-16 Excluded Property and the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property Assets and shall provide to the Collateral Agent such other information regarding the Excluded Property Assets as the Collateral Agent may reasonably request request. The Pledged Collateral will also not include Capital Interests and other securities of a Subsidiary to the extent that the pledge of such Capital Interests and other securities results in the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement (including written notice identifying such Capital Interests and other securities to the extent not included in reasonable detail the Pledged Collateral, the “Rule 3-16 Excluded Property”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Capital Interests or other securities secure the Notes, then the Capital Interests or other securities of such Subsidiary shall automatically be deemed to be Rule 3-16 Excluded Property, but only to the extent necessary to not be subject to such requirement. In such event, all Liens on such Capital Interests or other securities shall be automatically released and this Agreement and any instrument or document delivered pursuant to this Agreement may be amended or modified, without the consent of the Trustee, the Collateral Agent or any Holder, to the extent necessary to release the security interests in favor of the Collateral Agent on the Capital Interests or other securities that are so deemed to no longer constitute part of the Pledged Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or are replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Interests or other securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Interests or other securities of such Subsidiary shall automatically be deemed to be a part of the Pledged Collateral but only to the extent necessary to not be subject to any such financial statement requirement.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xi) all Supporting Obligations; (xii) all Bank Products; (xiii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Administrative Agent (or its agent or designee); (xiv) all books and records relating to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xiixiv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property from and after the Pledgors shallClosing Date, upon no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the request creation of a Lien on such permit, license or agreement in favor of the Collateral Administrative Agent at any time an Event unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)type.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2023-2 Leases; (B) all other 2023-2 SUBI Assets, including the 2023-2 SUBI Collection Account but excluding the 2023-2 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2023-2 Vehicles to the extent not applied to making repairs to the related 2023-2 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee on behalf of the Noteholders its security interests in the Collateral granted to the Pledged Collateral; andIssuer pursuant to Section 2.01 (xiiia) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants In addition to the Collateral Agent for sale of Accounts hereunder, and without the benefit necessity of the Secured Partiesany further formality, writing or evidence, you hereby transfer and assign to us and grant us a lien on and first priority security interest in all of the your right, title and interest in and to all of such Pledgor inyour now existing and future: (a) accounts receivable (whether or not the same constitute Accounts purchased by us hereunder), to instruments, documents, chattel paper, general intangibles (including, without limitation, all federal, state and under the following property, wherever locatedlocal income tax refunds), and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money any and all Deposit Accounts; other forms of obligations owing to you; (xib) all Supporting Obligations; unpaid seller's rights (xiiincluding rescission, repossession, replevin, reclamation and stoppage in transit) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each any of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each or arising therefrom; (c) rights to any goods represented by any of the foregoing, including returned or repossessed goods; (d) reserves and credit balances arising hereunder; (e) guarantees or collateral for any and all Proceeds of the foregoing (including, without limitation, rights under any insurance, indemnity, warranty letters of credit or guaranty payable to such Pledgor from time to time with respect other credit enhancements in your favor); (f) insurance policies or rights relating to any of the foregoing. Notwithstanding anything to ; (g) bank deposits and accounts; (h) cash and non-cash proceeds of any and all of the contrary contained in clauses foregoing; and (i) through Books and Records (xiiias defined below in paragraph 13) aboveevidencing or pertaining to any of the foregoing (the "Factored Collateral"). (It is understood that we shall have no obligation to perform in any respect, any contracts relating to any Accounts.) You shall comply with the requirements of all applicable laws to perfect our security interest created by this Agreement shall not extend toin collateral granted to us hereunder, and execute such financing statements and other documents as we may require to effectuate the terms “Pledged Collateral” foregoing and “Pledged Securities” shall not includeimplement this Agreement. To the extent permitted by applicable law, any Excluded Property you hereby authorize us to sign your name on your behalf on financing statements covering the collateral and to file financing statements without your signature in order to perfect or maintain our first priority security interest in the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)collateral.

Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor the Company hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Party a lien on and security interest in all of the Company’s right, title and interest of such Pledgor in, to and under the following property, wherever located, located and whether now existing or owned or hereafter acquired or arising or acquired from time to time (collectively, the “Pledged Collateral”): ): (i) all Accounts; ; (ii) all Equipment, Goods, Inventory and Fixtures; Rights to Payment; (iii) all Documents, Instruments and Chattel Paper; ; (iv) all Letters of Credit and Letter-of-Credit Rights; Deposit Accounts; (v) all Securities Collateral; Documents; (vi) all Investment Property; Equipment; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; General Intangibles; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; all Instruments; (ix) all General Intangibles; Inventory; (x) all Money and all Deposit Accounts; Investment Property; (xi) all Supporting Obligations; Books; (xii) all books and records relating to the Pledged CollateralLetter of Credit Rights; and (xii) all Commercial Tort Claims; (xiii) to the extent not covered by clauses all Contracts; (ixiv) through all Money; (xiixv) of this sentence, all Supporting Obligations; (xvi) all other goods and personal property of such Pledgorproperty, wherever located, whether tangible or intangible, and whether now owned or hereafter acquired, existing, leased or consigned by or to the Company; and (xvi) all Proceeds of any and products of each all of the foregoing and all accessions to, substitutions and replacements for, for and rents, profits and products of, of each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of . If the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent Company at any time an Event acquires a Commercial Tort Claim in excess of Default has occurred $50,000, the Company shall immediately notify the Secured Party in a writing signed by the Company of the brief details thereof and is continuing, give written notice grant to the Collateral Agent identifying Secured Party in reasonable detail such writing a security interest therein and in the Excluded Property proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and shall provide substance reasonably satisfactory to the Collateral Agent Secured Party and the Company shall file or cause to be filed an amendment to any financing statement under the UCC to include such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Commercial Tort Claim.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2023-1 Leases; (B) all other 2023-1 SUBI Assets, including the 2023-1 SUBI Collection Account but excluding the 2023-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2023-1 Vehicles to the extent not applied to making repairs to the related 2023-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee on behalf of the Noteholders its security interests in the Collateral granted to the Pledged Collateral; andIssuer pursuant to Section 2.01 (xiiia) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full of all of the Secured Obligations, each Pledgor Corporate Credit Party executing this Agreement hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a lien on and security interest in and Lien upon all of its property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all Deposit Accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Stock and Investment Property; all Inventory; all Equipment; all Goods; all Chattel Paper, all Documents; all Instruments; all Books and Records; all General Intangibles; each Life Insurance Policy; all Supporting Obligations; all Letter-of-Credit Rights; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to the Lender pursuant to any other Credit Document, collectively, the “Collateral”). (b) Each Corporate Credit Party executing this Agreement and Lender agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Lender. Each such Corporate Credit Party represents, warrants and promises to Lender that: (i) such Corporate Credit Party is the sole owner of each item of the Collateral upon which it purports to gxxxx x Xxxx pursuant to the Credit Documents, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Liens; (ii) the security interests granted pursuant to this Agreement will constitute valid perfected security interests in all of the Collateral in favor of Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from such Corporate Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Liens. Each Corporate Credit Party executing this Agreement promises to defend the right, title and interest of Lxxxxx in and to the Collateral against the claims and demands of all Persons whomsoever, and each Corporate Credit Party shall take such Pledgor inactions, including (x) upon request by Lxxxxx, the prompt delivery of all negotiable Documents, original Instruments, Chattel Paper and certificated Stock owned by such Corporate Credit Party to Lender, (y) notification of Lxxxxx’s interest in Collateral at Lxxxxx’s request, and (z) the institution of litigation against third parties as shall be prudent in order to protect and preserve such Credit Party’s and Lxxxxx’s respective and several interests in the Collateral. Each Corporate Credit Party executing this Agreement shall mark its Books and Records pertaining to the Collateral to evidence the Credit Documents and the Liens granted under the Credit Documents. All Chattel Paper shall be marked with the following property, wherever locatedlegend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Gerber Finance Inc.” (c) Each Corporate Credit Party executing this Agreement shall obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and whether now existing or hereafter arising or acquired each Corporate Credit Party shall in all instances obtain signed acknowledgments of Lxxxxx’s Liens from time to time (collectively, bailees having possession of such Corporate Credit Party’s Goods that they hold for the “Pledged Collateral”):benefit of Lender. (id) all Accounts;Each Corporate Credit Party executing this Agreement shall obtain authenticated control letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Credit Party. (iie) all Equipment, Goods, Inventory Each Corporate Credit Party executing this Agreement shall establish and Fixtures;maintain the cash management system described in Schedule IV. All payments on account of the Obligations required by Sections 3.1 and 10.2 hereof shall be made to or deposited in the blocked account described in Schedule IV in accordance with the terms thereof. (iiif) all DocumentsEach Corporate Credit Party executing this Agreement shall promptly, Instruments and Chattel Paper; in any event within two (iv2) all Letters Business Days after becoming a beneficiary under a letter of Credit credit, notify Lender thereof and enter into a tri-party agreement with Lxxxxx and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights;Rights assigning such Letter-of-Credit Rights to Lender and directing all payments thereunder to Lender, all in form and substance reasonably satisfactory to Lender. (vg) Each Corporate Credit Party executing this Agreement shall take all Securities Collateral; (vi) steps necessary to grant Lender control of all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) electronic chattel paper in accordance with the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money UCC and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of “transferable records” as defined in each of the foregoing Uniform Electronic Transactions Act and all accessions to, substitutions the Electronic Signatures in Global and replacements for, National Commerce Act. (h) Each Corporate Credit Party executing this Agreement hereby irrevocably authorizes Lender at any time and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to file in any of the foregoing. Notwithstanding anything to the contrary contained filing office in clauses any Uniform Commercial UCC jurisdiction any initial financing statements and amendments thereto that (i) through indicate the Collateral (xiiix) aboveas all assets of such Corporate Credit Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (y) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Part 5 of Article 9 of the UCC or the filing office for acceptance of any financing statement or amendment, including whether each Corporate Credit Party is an organization, the security interest created by this Agreement shall not extend totype of organization and any organization identification number issued to each Corporate Credit Party, and in the terms “Pledged Collateral” case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Corporate Credit Party agrees to furnish any such information to Lender promptly upon request. Each Corporate Credit Party also ratifies its authorization for Lender to have filed any initial financing statements or amendments thereto if filed prior to the date hereof. (i) Each Corporate Credit Party shall promptly, and “Pledged Securities” in any event within two (2) Business Days after the same is acquired by it, notify Lender of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Lxxxxx, each Corporate Credit Party shall not includeenter into a supplement to this Agreement, any Excluded Property granting to Lender a Lien in such commercial tort claim. (j) It is the intent of each Corporate Credit Party and the Pledgors shall, upon the request Lender that none of the Collateral Agent at any time an Event of Default other than as set forth in the Mortgage, is or shall be regarded as Fixtures and each Corporate Credit Party represents and warrants that it has occurred not made and is continuingnot bound by any lease or other agreement that is inconsistent with such intent. Nevertheless, give written notice to if the Collateral Agent identifying or any part thereof is or is to become attached or affixed to any real estate, each Corporate Credit Party will, upon request, furnish Lender with a disclaimer or subordination in reasonable detail the Excluded Property and shall provide form satisfactory to Lender of their interests in the Collateral Agent such information regarding from all Persons having an interest in the Excluded Property as real estate to which the Collateral Agent may reasonably request (including written notice identifying in reasonable detail is attached or affixed, together with the Excluded Property)names and addresses of the record owners of, and all other persons having interest in, and a general description of, such real estate.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2010-1 Leases; (B) all other 2010-1 SUBI Assets, including the 2010-1 SUBI Collection Account but excluding the 2010-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2010-1 Vehicles to the extent not applied to making repairs to the related 2010-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate;; Table of Contents (ix) all General Intangibles; (x) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xi) all Supporting Obligations; (xii) all Bank Products; (xiii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Administrative Agent (or its agent or designee); (xiv) all books and records relating to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xiixiv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property from and after the Pledgors shallClosing Date, upon no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the request creation of a Lien on such permit, license or agreement in favor of the Collateral Administrative Agent at any time an Event unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of Default has occurred and is continuingsuch type, give written notice subject to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Burger King Rights.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2024-1 Leases; (B) all other 2024-1 SUBI Assets, including the 2024-1 SUBI Collection Account but excluding the 2024-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2024-1 Vehicles to the extent not applied to making repairs to the related 2024-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee on behalf of the Noteholders its security interests in the Collateral granted to the Pledged Collateral; andIssuer pursuant to Section 2.01 (xiiia) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2019-1 Leases; (B) all other 2019-1 SUBI Assets, including the 2019-1 SUBI Collection Account but excluding the 2019-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2019-1 Vehicles to the extent not applied to making repairs to the related 2019-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor Grantor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit AccountsMoney; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such PledgorGrantor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the reasonable request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any material permit, license or agreement a provision that would prohibit the creation of a Lien on such material permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable detail judgment, that such prohibition is usual and customary in transactions of such type. It is further understood and agreed that, notwithstanding anything herein to the Excluded Property)contrary, at any time that the Intercreditor Agreement is in effect, any Control Collateral that is required to be delivered to the Collateral Agent hereunder shall be delivered to the Control Agent and the Control Agent shall act as agent of the Collateral Agent and the Secured Parties with respect to all Control Collateral.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the rightfollowing personal and fixture property, title assets and interest rights of such Pledgor inObligor of every kind and nature, to whether now owned or hereafter acquired or arising, and under the following property, wherever located: (a) all Accounts and all Credit Card Receivables; (b) all Chattel Paper, and whether now existing or hereafter arising or acquired including electronic chattel paper; (c) all Commercial Tort Claims described on Schedule 7.1(c), as shall be amended from time to time in accordance with Section 7.4.1; (collectivelyd) all Deposit Accounts; (e) all Documents; (f) subject to the proviso to Section 7.1(m), all General Intangibles, including Payment Intangibles, Software and Intellectual Property; provided, however, that the “Pledged Collateral”):grant of security interest shall not include any intent-to-use application for a trademark that may be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such trademark; (g) all Goods, including Inventory, Equipment and Fixtures, excluding (i) any motor vehicles and (ii) any Equipment subject to Purchase Money Liens securing Permitted Purchase Money Debt so long as the documents evidencing such Permitted Purchase Money Debt expressly prohibit a second priority lien on such Equipment; (h) all Instruments; (i) all AccountsInvestment Property; (iij) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (m) all equity interests in any Subsidiary of such Obligor; provided that such grant of security interest shall not extend to the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties- Marketplace L.P., or The Bon-Ton Properties- Greece Ridge L.P., to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under Applicable Law; (n) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged foregoing; provided, however, that notwithstanding any of the other provisions set forth herein and solely with respect to assets other than Inventory, Accounts, and other assets of the types that are not included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, this Loan Agreement shall not constitute a grant of a security interest in, and “Collateral; and (xiii) ” shall not include any property to the extent that a grant of security interest therein (x) is prohibited by any requirements of law or (y) is prohibited by or constitutes a breach or default under or results in the termination of or requires any consent not covered by clauses (i) through (xii) of this sentenceobtained under any contract, all license, agreement, instrument or other personal property of such Pledgor, whether tangible document evidencing or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable giving rise to such Pledgor from time to time with respect to property or any applicable shareholder or similar agreement, in the case of the foregoing. Notwithstanding anything clause (x) and (y), solely to the contrary contained extent such prohibition or breach or default or requirement for consent is in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred effect and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)enforceable under Applicable Law.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor (a) Each Grantor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”), all of the its right, title and interest of such Pledgor in, to and under all of the following propertyproperty now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, wherever located, and whether now existing title or hereafter arising or acquired from time to time interest (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documentscash, Instruments cash equivalents, Deposit Accounts, Securities Accounts and Chattel Paperall other investments deposited therein; (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralEquipment, Fixtures and Goods; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Money and all Deposit AccountsInvestment Property; (xi) all Supporting Obligations; (xii) all Commercial Tort Claims; (xiii) all books and records relating pertaining to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing any and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing; provided that the Collateral (or any defined term used in the definition thereof) shall not include any Excluded Property; provided, however, that the Collateral shall include any Proceeds, substitutions or replacements of Excluded Property to the extent they would otherwise constitute Collateral. The Grantors shall not be required to take any action intended to cause “Excluded Property” to constitute Collateral and all Proceeds none of the covenants or representations and warranties herein shall be deemed to apply to any insuranceproperty constituting Excluded Property. (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, indemnitycounsel and other representatives, warranty or guaranty payable to such Pledgor at any time and from time to time time, to file or record financing statements, amendments to financing statements and, with notice to the applicable Grantors, other filing or recording documents or instruments with respect to any of the foregoing. Notwithstanding anything Collateral in such form and in such offices in the United States as the Collateral Agent reasonably determines appropriate to perfect (with respect to Intellectual Property included in the Collateral, if and to the contrary contained extent such perfection may be achieved by the filings contemplated in clauses (iSection 3.2) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request Security Interests of the Collateral Agent under this Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets”, “all assets now owned or hereafter acquired” or words of similar effect; provided, that with respect to fixtures the Collateral Agent shall only file or record financing statements in the jurisdiction of organization of a Grantor, except in connection with a Mortgage. Each Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time an Event of Default has occurred and is continuingfrom time to time, give written notice to file continuation statements with respect to previously filed financing statements. Subject to the Collateral Agent identifying limitations contained herein and in reasonable detail the Excluded Property and shall Credit Agreement, each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Section 2(b). The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), with the signature of each applicable Grantor, such information regarding documents as may be necessary or advisable for the Excluded purpose of perfecting (with respect to Intellectual Property included in the Collateral, if and to the extent perfection may be achieved by the filings contemplated in Section 3.2), confirming, continuing, enforcing or protecting the Security Interest granted hereunder by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent, as the case may be, as secured party. The Security Interests are granted as security only and shall not subject the Collateral Agent may reasonably request (including written notice identifying or any other Secured Party to, or in reasonable detail any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Excluded Property)Collateral, unless the Collateral Agent has expressly assumed such obligations or liabilities and released the Grantors from such obligations and liabilities.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor (a) Each Grantor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and security interest in (together with the Pledged Interest, the “Security Interest”) in all of the its right, title and interest of such Pledgor in, to and under all of the following propertyproperty now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, wherever located, title or interest (collectively and whether now existing or hereafter arising or acquired from time to time (collectivelytogether with the Pledged Collateral, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory cash and FixturesCash Equivalents; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsDeposit Accounts; (v) all Securities CollateralDocuments; (vi) all Equipment and Fixtures; (vii) all General Intangibles; (viii) all Instruments; (ix) all Intellectual Property; (x) all Inventory; (xi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xixii) all Supporting Obligations; (xiixiii) all Collateral Accounts; (xiv) all Goods; (xv) all Money; (xvi) all Receivables and Receivable records; (xvii) all Securities Accounts; (xviii) all Commercial Tort Claims; (xix) all Letter of Credit Rights; (xx) all books and records relating pertaining to any and all of the Pledged Collateralforegoing; and (xiiixxi) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding the foregoing or anything else to the contrary contained in clauses (i) through (xiii) aboveherein, the security interest created by this Agreement Collateral (and any defined term used in the definition thereof) shall not extend toinclude any Excluded Accounts or any Excluded Collateral; provided, and however, that the terms “Pledged Collateral shall include any Proceeds, substitutions or replacements of Excluded Accounts or Excluded Collateral to the extent they would otherwise constitute Collateral” and “Pledged Securities” . The Grantors shall not include, be required to take any action intended to cause Excluded Property Accounts or Excluded Collateral to constitute Collateral and none of the Pledgors shall, upon the request of covenants or representations and warranties herein shall be deemed to apply to any property constituting Excluded Accounts or Excluded Collateral. (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time an Event of Default has occurred and is continuingfrom time to time, give written notice to file or record financing statements, amendments to financing statements and other filing or recording documents or instruments with respect to the Collateral Agent identifying in reasonable detail the Excluded Property such form and shall provide to the Collateral Agent in such information regarding the Excluded Property offices as the Collateral Agent may reasonably request determines appropriate to (including written notice identifying in reasonable detail subject to the Excluded Property).limitations described in

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the Secured other Credit Parties, a lien on and security interest in all of the right, title and interest following property of such Pledgor in, to and under the following propertyGrantor, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Goods, including Equipment, Goods, Inventory and Fixtures; (iii) all Contracts, Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsIP Licenses; (viii) the all Commercial Tort Claims Claims, including, without limitation, those described on Schedule 13 to in Section 8 of the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; (xiii) all cash, Permitted Cash Equivalents and other assets that now or hereafter come into the control of the Agent or any Credit Party; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other goods and personal property of such PledgorGrantor, whether tangible or intangible, intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds proceeds of any insurance, indemnity, warranty or guaranty guaranty, and all indemnities, warranties, collateral security and guarantees payable to such Pledgor Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) aboveabove or otherwise, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for (a) To secure the payment and performance in full of all the Secured Obligations, each Pledgor Guarantor hereby pledges pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent Trustee, for the benefit of the Secured Parties, a lien on and security interest in all of the such Guarantor’s right, title and interest of such Pledgor in, to and under all of the following property, wherever located, and whether property to the extent now existing owned or at any time hereafter arising or acquired from time to time by such Guarantor (collectively, the “Pledged Collateral”): (i) the Securitization IP and the right to bring an action at law or in equity for any infringement, misappropriation, dilution or other violation thereof occurring prior to, on or after the Closing Date, and to collect all Accountsdamages, settlements and proceeds relating thereto; (ii) (A) the Franchisee Notes, if any, and the Equipment Leases, if any; and (B)(i) the Franchise Agreements and all EquipmentFranchisee Payments thereon; (ii) the Development Agreements and all Franchisee Payments thereon; (iii) the New Franchise Agreements and all Franchisee Payments thereon; (iv) the New Development Agreements and all Franchisee Payments thereon; (v) all rights to enter into New Franchise Agreements and New Development Agreements; (vi) any and all other property of every nature, Goodsnow or hereafter transferred, Inventory mortgaged, pledged, or assigned as security for payment or performance of any obligation of the Franchisees or other Persons, as applicable, to such Guarantor under the Franchise Agreements or the Development Agreements and Fixturesall guarantees of such obligations and the rights evidenced by or reflected in the Franchise Agreements or the Development Agreements; (iii) (i) the Product Sourcing Agreements and all DocumentsProduct Sourcing Payments thereon; (ii) the New Product Sourcing Assets and all Product Sourcing Payments thereon; (iii) all rights to enter into New Product Sourcing Agreements; and (iv) any and all other property of every nature, Instruments now or hereafter transferred, mortgaged, pledged, or assigned as security for payment or performance of any obligation of any Person to such Guarantor under the Product Sourcing Agreements and Chattel Paperall guarantees of such obligations and the rights evidenced by or reflected in the Product Sourcing Agreements; (iv) all Letters of Credit any Owned Real Property and Letter-of-Credit Rightsany New Owned Real Property; (v) all Securities Collateralthe Franchisee Lease Payments received under the Franchised Restaurant Leases; (vi) the IP License Agreements, all Investment Propertyrelated payments thereon and all rights thereunder; (viii) the Material Contracts (in each case, to the extent contributed to or entered into by such Company Restaurant Guarantor), all Patents, Trademarks, Copyrights, Intellectual Property Licenses related payments thereon and Trade Secrets all rights to enter into Material Contracts; (ii) the Company Restaurants and Other Proprietary Rightsall Company Restaurant Assets relating thereto; and (iii) the New Company Restaurants and all New Company Restaurant Assets relating thereto; (viii) the Commercial Tort Claims described each Account and all amounts or other property on Schedule 13 deposit in or otherwise credited to the Perfection Certificatesuch Accounts; (ix) all General Intangiblesthe books and records (whether in physical, electronic or other form), including those books and records maintained by the Manager on behalf of the Guarantors relating to the Guarantor Assets, the Product Sourcing Assets and the Securitization IP; (x) all Money the rights, powers, remedies and all Deposit Accountsauthorities of the Guarantors under (i) each of the Transaction Documents (other than the Indenture and the Notes) to which they are a party and (ii) each of the documents relating to the Guarantor Assets and Product Sourcing Assets to which it is a party; (xi) any and all Supporting Obligations;other property of the Guarantors now or hereafter acquired, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights (in each case, as defined in the New York UCC); and (xii) all books payments, proceeds, supporting obligations and records relating accrued and future rights to payment with respect to the Pledged Collateralforegoing; andprovided, that the Collateral shall exclude the Collateral Exclusions. The Trustee, on behalf of the Secured Parties, acknowledges that it shall have no security interest in any Collateral Exclusions. (xiiib) The foregoing grant is made in trust to secure the extent not covered by clauses (i) through (xii) Obligations and to secure compliance with the provisions of this sentenceAgreement, all other personal property of such Pledgoras provided in this Agreement. The Trustee, whether tangible or intangible, and all Proceeds and products of each on behalf of the foregoing Secured Parties, acknowledges such grant, accepts the trusts under this Agreement in accordance with the provisions of this Agreement and all accessions toagrees to perform its duties required in this Agreement. The Collateral shall secure the Obligations equally and ratably without prejudice, substitutions and replacements forpriority or distinction (except, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or in the applicable provisions of the foregoingBase Indenture). (c) In addition, pursuant to and within the time periods specified in Section 8.38 of the Base Indenture, each applicable Guarantor shall execute and deliver to the Control Party (with a copy to the Trustee), for the benefit of the Secured Parties, a Mortgage with respect to each New Owned Real Property acquired by such Guarantor (and to the extent necessary, any Contributed Owned Real Property), which shall be delivered to the Control Party or its agent to be held in escrow; provided and notwithstanding any other provision of the Base Indenture, that Prospective Company Restaurant Properties will not be subject to such requirement. Upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Control Party or its agent, at the direction of the Controlling Class Representative, will deliver the Mortgages within five (5) Business Days to the applicable recording office for recordation in accordance with Section 8.38 of the Base Indenture. Notwithstanding anything the foregoing, no Lien will be granted to the contrary contained in clauses (i) through (xiii) above, Trustee for the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request benefit of the Collateral Agent at Secured Parties on any New Owned Real Property until such time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying Mortgages are required to be delivered in reasonable detail accordance with the Excluded Property)Indenture.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (including written notice identifying ii) from and after the Closing Date, no Pledgor shall permit to become effective in reasonable detail any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the Excluded Property)creation of a Lien on such permit, lease or license in favor of the Collateral Agent unless such action is permitted by Section 6.19 of the Credit Agreement.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, in all cases wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all AccountsAccounts and Receivables; (ii) all Equipment, Goods, Inventory and FixturesGeneral Intangibles; (iii) all DocumentsEquipment, Instruments Inventory and Chattel PaperGoods; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (viv) all Investment Property; (vi) all Money, all Deposit Accounts and all Securities Accounts; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection CertificateCertificate and on any joinder thereto pursuant to Section 3.5; (ix) all General Intangibles; (x) all Money Letter-of-Credit Rights and all Deposit Accounts; (xi) all Supporting Obligations; (xiix) all books and records relating to the Pledged Collateralforegoing; (xi) all Documents, Instruments and Chattel Paper; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request Property. Notwithstanding any of the other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Obligations secured under the Collateral Agent Documents by Principal Property (as defined in each Indenture) or any shares of capital stock or indebtedness (as defined in each Indenture) of any Restricted Subsidiary (as defined in each Indenture) and owned by the Borrower or any Restricted Subsidiary (as defined in each Indenture) (collectively, the “Restricted Property”) shall not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of indebtedness (as defined in each Indenture) that may be secured by Restricted Property under each Indenture, determined in accordance with the terms of each Indenture, without requiring holders of the Securities or Notes (as defined in and issued under each applicable Indenture) to be equally and ratably secured in accordance with the terms of such Indenture. It is understood and acknowledged by the parties hereto (including, by its acceptance of the benefit of this Agreement, each Secured Party) that (v) as of the Closing Date, the total amount of Obligations is in excess of the Indenture Threshold Amount as of the Closing Date, (w) from time to time after the Closing Date, the total amount of the Obligations may be in excess of the Indenture Threshold Amount then in effect, (x) as of the Closing Date, the Obligations in excess of the Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time an Event after the Closing Date, any Obligations in excess of Default has occurred the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and is continuing(z) in no event shall any mortgage (as defined in each Indenture) on any Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Obligations in excess of the Indenture Threshold Amount then in effect. For the avoidance of doubt, give written notice the calculation of the Indenture Threshold Amount at any date of determination shall take into account all outstanding Attributable Debt (as defined in each Indenture) of all Sale and Lease-Back Transactions (as defined in each Indenture) permitted pursuant to the Collateral Agent identifying last paragraph of Section 407 or 1007 of each Indenture, as applicable, as of such date and all indebtedness (as defined in reasonable detail each Indenture) of the Excluded Property Borrower and shall provide its Restricted Subsidiaries (as defined in each Indenture) secured by mortgages (as defined in each Indenture) permitted pursuant to the Collateral Agent last paragraph of Section 406 or 1006 of each Indenture as of such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)date.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Property. The Pledgors shall, upon shall from time to time at the request of the Collateral Administrative Agent at any time an (which, so long as no Default or Event of Default has occurred and is continuingexists, request shall not be made more frequently than once in any period of twelve (12) consecutive months) give written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request (including written notice identifying request. From and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral The Company hereby grants to and charges in favor of the Agent a security interest in the following property (collectively the "Subject Collateral") as security for the due and prompt payment and performance by the Company of the Obligations: (a) the Airframe and Engines (each term as defined in and described in Schedule I hereto); (b) any Replacement Engine described in Schedule I to any Supplement from time to time hereafter executed and delivered by the Company pursuant to Section 1.02 hereof; (c) all proceeds receivable or received when any Airframe or Engine is sold, exchanged, collected, leased or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss (as hereinafter defined) and Event of Damage) or Repairable Damage to such Airframe or Engine but (for avoidance of doubt) shall exclude amounts payable to the Company for operating a charter or wet lease permitted without the consent of the Agent pursuant to Section 2.01(D) hereof (collectively, "Proceeds"); (d) all issues from and income and interest on Proceeds, products, title, interest and claims whatsoever, at law, as well as in equity, now or hereafter existing, in or to any of the foregoing; (e) the Aircraft Sale and Purchase Agreement, dated ________________, between the Company and ____________________ (the "Purchase Agreement") and any bills of sale for the Aircraft delivered thereunder;]*/ and (f) to the extent not included in the foregoing, all and any proceeds (not expressly excluded in the definition of Proceeds) of any and all of the foregoing Subject Collateral. [It is expressly agreed that, anything herein contained to the contrary notwithstanding, the Company shall remain liable under the Purchase Agreement and the bills of sale delivered thereunder to perform all of its obligations thereunder in accordance with and pursuant to the terms and provisions thereof and the Agent and the Lenders shall have no obligation or liability under the Purchase Agreement or such bills of sale by reason of or arising out of the assignments hereunder */Subject to negotiation on a case by case basis. 122 nor shall the Agent or the Lenders be required or obligated in any manner to perform or fulfill any obligations of the Company under the Purchase Agreement or such bills of sale.]*/ Any lease of the Airframe together with the Engines, whether or not such Engines are installed on the Airframe or any other airframe and any and all logs, manuals and other records relating thereto (collectively, the "Aircraft") shall be subject and subordinate to all of the provisions of the Credit Agreement and this Security Agreement. Except with the prior written consent of the Agent or as permitted pursuant to Sections 2.01B, 2.01D, 2.02 and 2.03, the Company shall not sell or otherwise dispose of any part of, or any interest in, the Aircraft prior to payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges Obligations and grants to the Collateral Agent for the benefit expiration of the Secured Parties, a lien on and security interest in all Commitments of the right, title and interest of such Pledgor in, to and under Lenders unless the following property, wherever located, and whether now existing or hereafter arising or acquired same shall be released from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xiiLien hereof in accordance with Section 2.10(B)(ii)(1) of this sentence, all other personal property the Credit Agreement. If the Company complies with such provisions of such Pledgor, whether tangible or intangible, and all Proceeds and products of each Section 2.10B(ii)(1) of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Credit Agreement with respect to any the Aircraft, the Agent shall, at the Company's written request and expense, promptly upon receipt thereof from the Company, execute and deliver to the Company a release of the foregoing. Notwithstanding anything Lien of this Security Agreement with respect to the contrary contained such Aircraft in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property form as the Collateral Agent may Company shall reasonably request (including written notice identifying in reasonable detail the Excluded Property)request.

Grant of Security Interest. As Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured such Grantor's Obligations, each Pledgor hereby pledges and grants ; provided that prior to the Collateral Agent for the benefit consummation of the Secured PartiesMerger, a lien on the Collateral of ERO and its Subsidiaries (other than any Capital Stock issued by ERO, which shall be collateral security interest in for all of the right, title Obligations) shall only be collateral security for the prompt and interest complete payment of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):Specified Loans: (ia) all Accounts; (iib) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (ivc) all Letters of Credit and Letter-of-Credit Rightsany Collateral Account; (vd) all Securities CollateralDocuments; (vie) all Investment PropertyEquipment; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ixf) all General Intangibles; (xg) all Money and all Deposit AccountsInstruments; (xih) all Supporting ObligationsIntellectual Property; (xiii) all books and records relating to the Pledged Collateral; andInventory; (xiiij) all Pledged Securities; (l) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such PledgorProceeds, whether tangible or intangible, and all Proceeds investment securities and products of each any and all of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. . (m) Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveforegoing, the security interest created by this Agreement shall not extend to, and the terms “Pledged "Collateral” and “Pledged Securities” " shall not include, with respect to any Excluded Grantor, any General Intangible or Intellectual Property to the extent the grant by such Grantor of a security interest pursuant to this Agreement in its rights under such General Intangible or Intellectual Property, as the case may be, is prohibited by such General Intangible or Intellectual Property, as the case may be, and the Pledgors shallconsent of applicable Persons has not been obtained, upon provided that the request foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any Account or any money or other amounts due or to become due under such General Intangible or Intellectual Property, as the case may be, to the extent provided in Section 9-318 of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to New York UCC as in effect on the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)date hereof.

Grant of Security Interest. As collateral security for the payment and performance or performance, as the case may be, in full of all the Secured Obligations, each Pledgor the Debtor hereby grants, assigns and pledges and grants to the Collateral Agent Administrative Agent, for the ratable benefit of the Administrative Agent and the other holders of Secured PartiesObligations, a lien on and security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by the Debtor or in which the Debtor now has or at any time in the future may acquire any right, title and or interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all AccountsPledged Railcars; (ii) all EquipmentAccounts to the extent arising from and pertaining to the sale, Goodslease, Inventory and Fixtureslicense, exchange, or other disposition of the Pledged Railcars; (iii) all DocumentsChattel Paper to the extent arising from and pertaining to the sale, Instruments and Chattel Paperlease, license, exchange, or other disposition of the Pledged Railcars; (iv) all Letters Documents to the extent that they evidence rights in any of Credit and Letter-of-Credit Rightsthe Pledged Railcars or any other Collateral; (v) all Securities Instruments to the extent arising from and pertaining to the sale, lease, license, exchange or other disposition of the Pledged Railcars or to the extent evidencing rights in any of the Pledged Railcars or any other Collateral; (vi) (A) all Investment PropertyLeases of the Pledged Railcars and (B) all General Intangibles (other than the Leases) to the extent arising from and pertaining to the sale, lease, license, exchange, or other disposition of the Pledged Railcars or to the extent that such General Intangible evidences rights in any of the Pledged Railcars or any other Collateral; (vii) all PatentsCommercial Tort Claims, Trademarksif any, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rightsto the extent arising from or relating to any of the Pledged Railcars or any other Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateralextent pertaining to the assets and properties described in this Section 2(a); and (xiiiix) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products Accessions of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the Collateral shall not include (a) Intellectual Property, except to the extent constituting Collateral pursuant to Section 2(a)(ix) above, (b) Equity Interests, except to the extent constituting Collateral as identifiable Proceeds of other Collateral pursuant to Section 2(a)(ix) above, except that Collateral shall not include voting Equity Interests of any CFC or Foreign Subsidiary to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or Foreign Subsidiary, (c) if a Lease is a “master lease” that contains more than one lease schedule of leased railcars, the rights under any schedule(s) to such “master lease” that do not expressly pertain to any Pledged Railcars or (d) any rights or interest in clauses or under any contract, lease, permit, license, or license agreement (or in any assets subject thereto) (in each case excluding the Leases and the Pledged Railcars), if under the terms of such contract, lease, license, permit or agreement, or applicable Law with respect thereto, the granting of a security interest therein in the manner contemplated by the Loan Documents is prohibited, or in any assets to the extent that a grant of a security interest therein would violate applicable Law or require a consent not obtained from a Governmental Authority (except in each case described in this clause (d) (i) through where such prohibition has been waived or the consent of the other party to such contract, lease, permit, license or agreement or Governmental Authority has been obtained or (xiiiii) aboveto the extent that an otherwise applicable prohibition on such grant is rendered ineffective by the Uniform Commercial Code or other applicable Laws). Further, despite having a lien and security interest in all Leases of the Pledged Railcars, the security interest created by Administrative Agent agrees, in enforcing rights and remedies pursuant to this Agreement shall not extend toAgreement, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to take action with respect to such Leases only with respect to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide Pledged Railcars subject to any such Lease, to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)extent feasible.

Grant of Security Interest. As collateral security for the due and punctual payment and performance in full of all the Secured Pledgor's obligations due and owing to Pledgee under the Operative Documents including, without limitation, the payment of FBTC Basic Rent, Lessor Basic Rent, Equity Balance and Supplemental Rent (to the extent that the Lessor is entitled to receive Supplemental Rent) and the satisfaction of all non-payment obligations of the Pledgor under the Operative Documents (collectively, the "Obligations"), each the Pledgor hereby pledges pledges, hypothecates, assigns, charges, mortgages, delivers, and grants transfers to the Collateral Agent Custodian for the benefit of the Secured Parties, Pledgee and hereby grants to the Custodian for the benefit of the Pledgee a lien on and continuing security interest in in, all of the its right, title and interest of such Pledgor in, to and under the following propertyproperty (the "Collateral"): (a) the Collateral Account (as hereinafter defined) and all moneys, wherever locatedfunds, instruments, and whether securities, including Pledged Property (as hereinafter defined), now existing in or hereafter arising or acquired from time to time (collectively, credited to or on deposit in the “Pledged Collateral”): (i) all AccountsCollateral Account; (iib) all Equipmentinterest, Goods, Inventory profit (whether of cash or securities) and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters distributions of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) any of the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateralforegoing; and (xiiic) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time payments made with respect to and all proceeds (as such term is defined in the Uniform Commercial Code as in effect in the State of New York (the "U.C.C.")) of any of the foregoing. Notwithstanding anything to the contrary contained herein or in clauses any other Operative Document, Wilmington Trust Company (iin its capacity as Custodian under this Pledge Agreement) through (xiii) above, for the security interest created by this Agreement benefit of the Pledgee shall not extend to, be the only Person to have rights in and to the terms “Pledged Collateral” Collateral until the Obligations have been fully satisfied and “Pledged Securities” shall not include, any Excluded Property and discharged in accordance with the Pledgors shall, provisions of the Operative Documents or until the Collateral is distributed to the Pledgee in accordance with Section 2.2 hereof upon the request occurrence of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).described in

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCommercial Tort Claims; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (xix) all Money and all Deposit Accounts; (xix) all Supporting Obligations; (xiixi) all books and records relating to the Pledged Collateral; and (xiiixii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property Property, and (i) the Pledgors shall, upon shall from time to time at the reasonable request of the Collateral Administrative Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request and (including written notice identifying ii) from and after the Effective Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any material permit, license or agreement a provision that would prohibit the creation of a Lien on such material permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable detail the Excluded Property)judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. (a) As collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance in full of, all of all the Obligations for which it is responsible and to induce the Lenders to make the Loans and the Issuer to issue the Letters of Credit pursuant to the Credit Agreement, each Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Agent, on behalf and for the ratable benefit of the Secured ObligationsParties, each Pledgor and hereby pledges and grants to the Collateral Agent Agent, on behalf and for the ratable benefit of the Secured Parties, a lien on and security interest in in, all of the such Grantor's right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, all of which being hereinafter collectively called the “Pledged "Collateral”"): (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesInventory; (iii) all Documents, Instruments and Chattel PaperGeneral Intangibles that related to Inventory; (iv) all Letters of Credit the rights (but none of the obligations) of each of the Borrower and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; Chargit under (x) all Money the Purchase Agreement between the Borrower and Chargit, (y) the Purchase Agreement between Chargit and The El-Bee Receivables Corporation, each dated as of December 30, 1997, and (z) each of the other Securitization Documents, as each such Purchase Agreement or other Securitization Document may be amended, supplemented or otherwise modified from time to time, and including any and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books extensions, renewals, replacements and records relating to the Pledged Collateralsubstitutions of either such Purchase Agreement or other Securitization Document; and (xiiiv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, including, without limitation, Proceeds in the form of Accounts, Chattel Paper, Contracts, Documents, Equipment, General Intangibles, Instruments and Investment Property. (b) In addition, as collateral security for the prompt and complete payment when due of the Obligations, each Secured Party is hereby granted a lien and security interest in all property of the Grantor held by such Secured Party or any and Affiliate of such Secured Party, including, without limitation, all Proceeds property of any insuranceevery description, indemnity, warranty now or guaranty payable hereafter in the possession or custody of or in transit to such Pledgor from time to time with respect to Secured Party for any purpose, including safekeeping, collection or pledge, for the account of the foregoing. Notwithstanding anything Grantor, or as to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, which a Grantor may have any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)right or power.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 10 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property Property, and from and after the Pledgors shallClosing Date, upon no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the request creation of a Lien on such permit, license or agreement in favor of the Collateral Agent at unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act (as amended or modified from time to time) is interpreted by the SEC to require (or is replaced with another rule or regulation, or any time an Event other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of Default has occurred and is continuingseparate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Stock secures the Notes, give written notice then the Capital Stock of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement (the “Rule 3-16 Exception”). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests in favor of the Collateral Agent identifying on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act (as amended or modified from time to time) is interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock to secure the Notes in reasonable detail excess of the Excluded Property and amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock of such Subsidiary shall provide automatically be deemed to be a part of the Collateral but only to the Collateral Agent extent necessary to not be subject to any such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)financial statement requirement.

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, each Pledgor the Borrower hereby pledges pledges, hypothecates, assigns, transfers and grants to the Collateral Agent Agent, for the ratable benefit of the Secured PartiesParties as herein provided, a lien on and first priority security interest and lien, senior to any and all other Liens (other than any Permitted Liens which may be entitled to priority by operation of law), in and on all of the Borrower's right, title and interest of such Pledgor in, in and to and under the following property, wherever located, and whether assets now existing owned or at any time hereafter arising or acquired from time to time (collectively, the “Pledged "Collateral”"); provided, that the Covered Obligations, the New Cash Management Obligations and the Obligations owing to the Swingline Lenders in their capacity as such shall be secured only by the Collateral referred to in clauses (vi) and (ix) below (Fixtures and Inventory) and, to the extent the same relates thereto, by the Collateral referred to in clauses (xiii), (xiv) and (xv) below (moneys and books and records with respect to, and Proceeds and products of, Fixtures and Inventory): (i) all AccountsAccounts (it being agreed that no Contractor Receivable or Monogram Receivable shall constitute Collateral for purposes of this Security Agreement except to the extent the Borrower purchases such receivables pursuant to the terms of the GE Credit Program Documents and that the security interest and lien granted hereby in and on any Account representing a GECC Receivable shall be subject and subordinate to perfected security interests in or liens on such Account in favor of GECC or Monogram, as well as to any rights of set-off or recoupment of GECC or Monogram in respect of such Account); (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments and Chattel PaperContracts; (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralEquipment (including, without limitation, mobile goods); (vi) all Investment PropertyFixtures (except to the extent affixed to properties subject to mortgages constituting Permitted Liens) and all trade fixtures; (vii) all PatentsGeneral Intangibles including, Trademarkswithout limitation, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 all intercompany obligations owing to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered Borrower by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses its Subsidiaries (i) through (xiii) above, it being agreed that the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” lien granted hereby in and “Pledged Securities” shall not include, on any Excluded Property and the Pledgors shall, upon the request General Intangible representing a GECC Receivable or other obligation of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice GECC or Monogram to the Collateral Agent identifying Borrower shall be subject and subordinate to perfected security interests in reasonable detail the Excluded Property and shall provide or liens on such General Intangible in favor of GECC or Monogram, as well as to the Collateral Agent any rights of set-off or recoupment of GECC or Monogram in respect of such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded PropertyGeneral Intangible).;

Grant of Security Interest. As collateral security (a) Borrower and each Non-Securitization Subsidiary, if any, that is a party to a Joinder Agreement (to the extent possible without violating such Non-Securitization Subsidiary's organizational documents or transaction documents to which such Non-Securitization Subsidiary is a party and subject to such other reasonable exceptions to the items to be included as Collateral as Lender may agree in writing from time to time (for which purpose Lender agrees to consider any such exceptions in good faith)), in order to secure the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants Grants to the Collateral Agent for the benefit of the Secured PartiesLender, a lien valid and continuing first priority and perfected Lien on and security interest in all of the Borrower's or such Non-Securitization Subsidiary's right, title and interest of such Pledgor in, to and under under, the following property, wherever locatedin each case, and whether now existing owned or existing, or hereafter acquired and arising or acquired from time (all of which being hereinafter collectively called the "Borrower Collateral" and, together with the rights granted pursuant to time Section 5.1(b) (collectivelyGrant of Security Interest), the “Pledged "Collateral”):"), subject in each case only to Permitted Liens: (i) all AccountsStudent Loans now held or hereafter acquired by Borrower or such Non-Securitization Subsidiary (without regard to whether such Student Loans satisfy the eligibility requirements set forth in the definitions for "FFELP Loans" and "Private Loans" set forth in Section 1.1 (Defined Terms)); (ii) all Equipment, Goods, Inventory and FixturesRetained Securitization Interests now held or hereafter acquired by Borrower or such Non-Securitization Subsidiary; (iii) the Primary Account, together with (A) all Documentsamounts from time to time on deposit in or credited to the Primary Account that are not allocable to Allocated Parties and (B) all interest, Instruments cash, instruments, dividends, distributions, return on capital, redemptions, securities, investments of any kind and Chattel Paperother property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the property described in subclause (A); (iv) all Letters other accounts established and maintained in the name of Credit Borrower or such Non-Securitization Subsidiary from time to time, together with (A) all Securities, Securities Entitlements, Investment Property, Financial Assets and Letter-of-Credit Rightsany other property deposited in or credited to such other accounts from time to time, (B) all interest, cash, instruments, dividends, distributions, return on capital, redemptions, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the property described in subclause (A), (C) all certificates and instruments, if any, from time to time representing or evidencing the Financial Assets credited to such other accounts from time to time, including all rights to renew or withdraw the same and (D) all Securities Entitlements credited to such other accounts from time to time; (v) all Securities Collateralthe proceeds of the Revolving Loans that Borrower lends to Lender overnight from time to time pursuant to Section 2.2(c) (Borrowing Procedures) and the net proceeds from the release of the Borrower Collateral that Borrower lends to Lender overnight from time to time pursuant to Section 5.3 (Investment of Proceeds); (vi) the Trust Agreement and the Servicing Agreements now existing and hereafter entered into by Borrower, all Investment Propertyof the rights of Borrower thereunder and all payments to Borrower thereunder; (vii) all Patentsthe servicing fees, Trademarks, Copyrights, Intellectual Property Licenses administration fees and Trade Secrets and Other Proprietary Rightsother fees earned by Borrower under the Servicing Agreements; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificateall intercompany debt of Borrower and such Non-Securitization Subsidiary; (ix) all General IntangiblesSecurities (with the meaning given to such term in Section 8-102(a)(15) of the UCC, and in any event including all Stock and interests of Non-Securitization Subsidiaries) and all intercompany notes of Borrower and such Non-Securitization Subsidiary; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiiiincluding, without limitation, computer printouts, computer software and other computer output materials and records) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect pertaining to any of the foregoing. Notwithstanding anything to the contrary contained Borrower Collateral described in clauses (i) through (xiiiix) above, the security interest created by this Agreement shall not extend to, ; (xi) all Proceeds and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request other income in respect of the Borrower Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to described in the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request foregoing clauses (including written notice identifying in reasonable detail the Excluded Property).i) through (x) above;

Grant of Security Interest. As collateral security (a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the payment and performance in full benefit of all the Secured ObligationsParties, each Pledgor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”), all of the its right, title and interest of such Pledgor in, to and under all of the following propertyproperty now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, wherever located, and whether now existing title or hereafter arising or acquired from time to time interest (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments and Chattel Paper; (iv) all equipment; (v) all General Intangibles; (vi) all Instruments; (vii) all Intellectual Property; (viii) all Inventory; (ix) all Investment Property; (x) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all Collateral Accounts and all ABL Controlled Accounts; (xiii) all books and records relating pertaining to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing any and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing; provided, that (x) the Collateral for any Obligations shall not include any Excluded Stock and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Stock Equivalents with respect to any such Obligations, (y) none of the foregoing. Notwithstanding anything to the contrary contained items included in clauses (i) through (xiiixiv) aboveabove shall constitute Collateral to the extent (and only to the extent) that the grant of the Security Interest therein would violate any Requirement of Law applicable to such Collateral and (z) notwithstanding the foregoing or anything else in this Agreement to the contrary, the security interest created by this Agreement Collateral shall not extend toinclude any Principal Properties. (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements and, with notice to the Company, and other filing or recording documents or instruments with respect to the terms “Pledged Collateral” Collateral in such form and “Pledged Securities” shall not include, any Excluded Property and in such offices as the Pledgors shall, upon Collateral Agent reasonably determines appropriate to perfect the request security interests of the Collateral Agent under this Security Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets”, “all personal property” or words of similar effect (except that, in any event, such financing statement shall also contain an express exclusion with respect to the limitation of the Security Interest in Principal Properties substantially to the effect set forth in clause (c) below). Each Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time an Event and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of Default has occurred and is continuing, give written notice this Security Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the Collateral Agent identifying in reasonable detail the Excluded Property and shall Agent. Each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Section 2(b). The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such information regarding documents as may be necessary or advisable for the Excluded Property purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent, as the case may be, as secured party. The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. (c) Notwithstanding any other provision hereof, to the extent that any portion of the Collateral is construed to include one or more Principal Properties (it being understood that any such construction would be in direct violation of clause (z) of the proviso to Section 2(a) above), the principal amount of Obligations secured by all such Principal Properties shall be limited to the maximum aggregate principal amount of indebtedness that may reasonably request be secured at any time without giving rise to any requirement under the Existing Notes Indenture to secure any obligation thereunder equally and ratably (including written notice identifying or prior to) the Obligations (it being understood that the principal amount of Obligations secured by the Principal Properties of any Grantor shall in reasonable detail no event be reduced as a result of any security interest granted or obligation incurred after the Excluded Issue Date and during the pendency of any Insolvency or Liquidation Proceeding with respect to such Grantor). If after the Issue Date any Existing Note becomes required to be secured by a Lien on Principal Properties as a result of (a) the Company or any Subsidiary granting a Lien on any Principal Property, but only if such requirement would have arisen solely as a result of Liens on Principal Properties other than Liens granted pursuant to any Security Document, (b) the Company or any Subsidiary entering into any Sale and Lease-Back Transaction (as defined in the Existing Notes Indenture, as in effect on the Issue Date), (c) any Restricted Subsidiary under and as defined in the Existing Notes Indenture incurring Debt (as defined in the Existing Notes Indenture, as in effect on the Issue Date) or issuing Preferred Stock (as defined in the Existing Notes Indenture, as in effect on the Issue Date), or (ii) the Existing Notes Indenture ceases to be in effect as a result of a satisfaction and discharge or defeasance thereof in accordance with its terms, then, in each such case, the Obligations secured hereunder by Collateral consisting of one or more Principal Properties shall become equal to the maximum aggregate amount of Obligations outstanding. (d) Notwithstanding anything to the contrary in this Section 2, the term Collateral for the purposes hereof shall not include any of the following: (i) the European Collateral and the Separate Receivables Collateral; (ii) any Capital Stock and other securities of a Subsidiary (excluding Healthtrust, Inc.—The Hospital Company, a Delaware corporation and its successors and assigns) to the extent that the pledge of such Capital Stock and other securities would result in the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Notes affected; provided that neither the Company nor any Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any Capital Stock pursuant to this clause (ii). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Capital Stock secures the Obligations affected thereby, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Security Interests in favor of the Collateral Agent on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral for the relevant Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Obligations but only to the extent necessary to not be subject to any such financial statement requirement; (iii) any leaseholds and motor vehicles of the Company or any Guarantor; and (iv) proceeds and products from any and all of the foregoing excluded collateral described in clauses (i) through (iii), unless such proceeds or products would otherwise constitute Collateral hereunder.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property and Intellectual Property Licenses and Trade Secrets and Other Proprietary Rightsthat constitute Designated IP Assets; (viii) the Commercial Tort Claims described on Schedule 13 10 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property Property. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is hereby acknowledged and agreed that (i) control agreements with respect to deposit accounts, securities accounts and commodities accounts shall not be required hereunder and except with respect to possession by the Pledgors shall, upon the request Administrative Agent of the certificated Securities Collateral Agent at and certain Instruments as required hereunder, no perfection by control shall be required with respect to any time an Event of Default has occurred Collateral and is continuing(ii) no Pledgor shall be required to make any filings or take any other action to create, give written notice to record or perfect the Administrative Agent’s Lien on any Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail Intellectual Property Collateral) outside of the Excluded Property)United States or enter into security or pledge agreements governed by laws other than the laws of the United States, or any state, territory or political subdivision thereof.

Grant of Security Interest. As collateral security for Each Grantor hereby pledges, assigns and transfers to the payment Canadian Administrative Agent, and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent Canadian Administrative Agent, for the rateable benefit of the Secured PartiesCreditors, a lien on and security interest in the undertaking of the Grantor and all of the Grantor’s present and after-acquired Personal Property, including without limitation all of the following Personal Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and or interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (i1) all Accounts; (ii2) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv3) all Letters Documents of Credit and Letter-of-Credit RightsTitle; (v4) all Securities CollateralEquipment; (vi5) all Goods; (6) all Intangibles; (7) all Instruments; (8) all Inventory; (9) all Investment Property; (vii10) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsMoney; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii11) all books and records relating pertaining to the Pledged Collateral; and (xiii12) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each any and all of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. Notwithstanding anything Each reference to the contrary contained in clauses Collateral or to any relevant type or item of Personal Property constituting Collateral shall be deemed to exclude (i) through any general intangibles or other rights arising under any contract, instrument, license or other document if (xiiibut only to the extent that) abovethe grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favour of a third party, unless and until all required consents shall have been obtained (and where such consents have not been obtained, such general intangibles or other rights shall be held in trust for the Canadian Administrative Agent and shall be subject to the direction of the Canadian Administrative Agent upon the occurrence and continuance of an Event of Default), (ii) Personal Property owned by or assigned to the ABS Subsidiaries as permitted under the Credit Agreement; provided that, upon the transfer of such Personal Property (owned or assigned to any ABS Subsidiary) to a Grantor, such Personal Property shall become Collateral, (iii) any Personal Property subject to a Lien permitted by Section 10.02(b) or (g) of the Credit Agreement, so long as such Lien is in effect, (iv) any Personal Property owned by a member of the EPLP Group as permitted under the Credit Agreement, (v) Consumer Goods, (vi) any Personal Property contemplated by Section 9.07(b)(i)(B) and (C) of the Credit Agreement (to the extent not already provided for hereunder) and (vii) any property which would constitute “serial number goods” under the Personal Property Security Act (Alberta) or other applicable Canadian provinces. The security interest granted hereby shall not extend or apply to and the Collateral shall exclude the last day of the term of any lease or any agreement now held or hereafter acquired by any Grantor, but should the Canadian Administrative Agent enforce this Security Interest, such Grantor will thereafter stand possessed of such last day and must hold it in trust to assign it to any Person acquiring such term in the course of the enforcement of this assignment and mortgage and charge. The security interest created by this Agreement shall hereby will not extend torender the Canadian Administrative Agent liable to observe or perform any term, and the terms “Pledged Collateral” and “Pledged Securities” shall not includecovenant or condition of any agreement, document or instrument to which any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and Grantor is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)a party.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor Grantor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such PledgorGrantor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. (a) As collateral security for the prompt and --------------------------- complete payment and performance in full of all the Secured Obligations, each Pledgor of the Borrower and any other Credit Party executing this Agreement hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a lien on and security interest in and Lien upon all of the following property and assets of the Borrower, whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest: all Accounts; all bank and deposit accounts and all funds on deposit therein; all Inventory; all Books and Records related any of the foregoing; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to the Lender pursuant to any other Loan Document, collectively, the "Collateral"). (b) Borrower, Lender and each other Credit Party executing this Agreement agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Lender. Borrower and each other Credit Party executing this Agreement represents, warrants and promises to Lender that: (i) Borrower and each other Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to grant a Lien pursuant to the Loan Documents, and has good and mxxxxxxxxx xitle thereto free and clear of any and all Liens or claims of others, other than Permitted Encumbrances; (ii) the security interests granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule (6.1) (which, in the case of all filings and other ------------------------- documents referred to in said Schedule, have been delivered to the Lender in duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Encumbrances. Borrower and each other Credit Party executing this Agreement promise to defend the right, title and interest of such Pledgor in, Lender in and to the Collateral against the claims and under the following property, wherever locateddemands of all Persons whomsoever, and whether now existing or hereafter arising or acquired from time to time (collectivelyeach shall take such actions, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; including (x) the prompt delivery of all Money original Instruments, Chattel Paper and all Deposit Accounts; certificated Stock owned by Borrower and each other Credit Party granting a Lien on Collateral to Lender, (xiy) all Supporting Obligations; notification of Lender's interest in Collateral at Lender's request, and (xiiz) all books the institution of litigation against third parties as shall be prudent in order to protect and records relating preserve each Credit Party's and Lender's respective and several interests in the Collateral. Borrower (and any other Credit Party granting a Lien in Collateral) shall mark its Books and Records pertaining to the Pledged Collateral; and (xiii) Collateral to evidexxx the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible Loan Documents and the Liens granted under the Loan Documents. All Chattel Paper shall be marked with the following legend: "This writing and the obligations evidenced or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable secured hereby are subject to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)General Electric Capital Corporation."

Grant of Security Interest. As collateral security for the payment and performance in full of all of the Secured Obligations, each Pledgor hereby pledges and grants to the Notes Collateral Agent Agent, for the benefit of the Secured Parties, a lien Lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, and in each case, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Securities Collateral; (v) all Investment Property; (vi) all Intellectual Property; (vii) all General Intangibles; (viii) all Money, Deposit Accounts and Securities Accounts; (ix) all Supporting Obligations; (x) the Commercial Tort Claims set forth on Schedule 3.4(e) from time to time; (xi) Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books Books and records Records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits Proceeds and products of, each of the foregoing, together with all Books and Records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing and all Proceeds collateral security and guarantees given by any Person with respect to any of the foregoing. Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Property, Securities Collateral or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any insurance, indemnity, warranty indemnity or guaranty payable to such any Pledgor or Notes Collateral Agent from time to time with respect to any of the foregoingInvestment Property. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) abovethis Section 2.1, the Lien and security interest created by this Agreement shall not extend attach to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Assets.

Grant of Security Interest. As collateral security for the payment and performance or performance, as the case may be, in full of all the Secured Obligations, including the Guarantees, each Pledgor hereby pledges pledges, mortgages, charges, assigns (by way of security) and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest (the “Security Interest”) in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged General Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights, but only to the extent constituting a supporting obligation for other General Collateral as to which perfection of security interests in such General Collateral is accomplished by the filing of a PPSA financing statement; (v) all Securities Collateral; (vi) all Investment Property; (viivi) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ixvii) all General Intangibles; (xviii) all Money and all Deposit Accounts; (xiix) all Supporting Obligations; (xiix) all books and records relating to the Pledged General Collateral; and (xiiixi) to the extent not covered by clauses (i) through (xiix) of this sentence, all undertaking and other personal property of such Pledgor, whether tangible or intangible, wherever located, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained above or in clauses any other provision of any Loan Document, (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property (ii) subject to the Intercreditor Agreement and the Pledgors shallexecution and delivery of any Control Agreements explicitly required by the terms of Section 2.4(b) and 2.4(c), upon as applicable, hereof, no actions shall be required to perfect the request of the Collateral Agent at any time an Event of Default has occurred and is continuingsecurity interests hereunder through “control”, give written notice (iii) other than as expressly required pursuant to Section 2.4, delivery to the Collateral Agent identifying to be held in reasonable detail the Excluded Property its possession, Collateral consisting of Instruments and (iv) (A) no Pledgor shall provide be required to complete any filings or other action with respect to the Collateral Agent such information regarding perfection of the security interests created hereby and (B) no actions shall be required of any Pledgor to create any security interest in its property, under the law of any jurisdiction other than Canada or any province thereof, except (in the case of this clause (B)) to the extent necessary to reflect the designation of any Excluded Property Subsidiary as a Subsidiary Guarantor by the Collateral Agent may reasonably request (including written notice identifying Borrower in reasonable detail accordance with Section 5.10(d) of the Excluded Property)Term Loan Credit Agreement or except as otherwise agreed in writing by the Borrower.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Borrower hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the right, title and interest following Property of such Pledgor inBorrower, to whether now owned or hereafter acquired, and under the following property, wherever located: (a) all Accounts, excluding Accounts sold pursuant to the Receivables Securitization Facility and whether now existing excluding all Accounts owed by The Pep Boys – Manny, Moe & Xxxx; (b) all Inventory; (c) all Deposit Accounts of the Borrowers; (d) all Chattel Paper arising from the sale of Inventory, excluding Chattel Paper to the extent sold, purportedly sold (but recharacterized as financed), transferred, assigned, contributed or hereafter otherwise conveyed pursuant to the Receivables Securitization Facility; (e) all Payment Intangibles arising from the sale of Inventory, excluding Payment Intangibles to the extent sold, purportedly sold (but recharacterized as financed), transferred, assigned, contributed or acquired from time otherwise conveyed pursuant to time the Receivables Securitization Facility; (collectively, f) the “Pledged Collateral”):Receivables Securitization Facility Subordinated Note; (g) the membership interests of Xxxxxx Receivables LLC; (h) all Documents relating to any of the foregoing; (i) all AccountsSupporting Obligations relating to any of the foregoing; (iij) all Equipmentaccessions to, Goodssubstitutions for, Inventory and Fixtures;all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xiik) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent Trustee for its benefit and the benefit of the Secured PartiesNoteholders, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary RightsCollateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, (A) at all times, any Excluded Property and the Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, Trustee give written notice to the Collateral Agent Trustee identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent Trustee such other information regarding the Excluded Property as the Collateral Agent Trustee may reasonably request and (including written notice identifying in reasonable detail B) prior to the Discharge of First Lien Obligations, any Credit Agreement Excluded Property). From and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Trustee unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor (i) confirms and reaffirms its prior continuing pledge and grant to the extent that “Pledged Collateral” (as defined in the Existing Security Agreement) of such Pledgor also constitutes “Pledged Collateral” under this Agreement and (ii) hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following propertyproperty , in all cases wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all AccountsAccounts and Receivables; (ii) all EquipmentPayment Intangibles representing the right to payment for goods sold or services rendered, Goodsin each case, Inventory and Fixturesin the ordinary course of business; (iii) all Documents, Instruments Equipment and Chattel PaperInventory; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (viv) all Investment Property; (viivi) all PatentsMoney, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money Deposit Accounts and all Deposit Securities Accounts; (xivii) all Supporting Obligations; (xiiviii) all books and records and General Intangibles relating to the Pledged Collateralforegoing; (ix) all Documents, Instruments (other than Intercompany Notes) and Chattel Paper evidencing the foregoing; and (xiiix) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiix) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request Property. Notwithstanding any of the other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Secured Obligations secured under the Collateral Agent Documents by Principal Property (as defined in each Indenture) or any shares of capital stock or indebtedness (as defined in each Indenture) of any Restricted Subsidiary (as defined in each Indenture) and owned by the Borrower or any Restricted Subsidiary (as defined in each Indenture) (collectively, the “Restricted Property”) shall not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of indebtedness (as defined in each Indenture) that may be secured by Restricted Property under each Indenture, determined in accordance with the terms of each Indenture, without requiring holders of the Securities or Notes (as defined in and issued under each applicable Indenture) to be equally and ratably secured in accordance with the terms of such Indenture. It is understood and acknowledged by the parties hereto (including, by its acceptance of the benefit of this Agreement, each Secured Party) that (v) as of the Closing Date, the total amount of Secured Obligations is in excess of the Indenture Threshold Amount as of the Closing Date, (w) from time to time after the Closing Date, the total amount of the Secured Obligations may be in excess of the Indenture Threshold Amount then in effect, (x) as of the Closing Date, the Secured Obligations in excess of the Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time an Event after the Closing Date, any Secured Obligations in excess of Default has occurred the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and is continuing(z) in no event shall any mortgage (as defined in each Indenture) on any Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Secured Obligations in excess of the Indenture Threshold Amount then in effect. For the avoidance of doubt, give written notice the calculation of the Indenture Threshold Amount at any date of determination shall take into account all outstanding Attributable Debt (as defined in each Indenture) of all Sale and Lease-Back Transactions (as defined in each Indenture) permitted pursuant to the Collateral Agent identifying last paragraph of Section 407 or 1007 of each Indenture, as applicable, as of such date and all indebtedness (as defined in reasonable detail each Indenture) of the Excluded Property Borrower and shall provide its Restricted Subsidiaries (as defined in each Indenture) secured by mortgages (as defined in each Indenture) permitted pursuant to the Collateral Agent last paragraph of Section 406 or 1006 of each Indenture as of such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)date.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor Credit Party hereby pledges and expressly grants to the Collateral Agent Security Agent, for the benefit of the Secured Parties, to secure the payment and performance in full of all of the Obligations, a lien on and security interest in all and so pledges and assigns to the Security Agent, for the benefit of the rightSecured Parties, title the following properties, assets and interest rights of such Pledgor in, to and under the following propertyCredit Party, wherever located, and whether now existing owned or hereafter arising acquired or acquired arising, and all proceeds and products thereof (all of the same being hereinafter called the “Collateral”): (a) all Eligible Equipment owned by such Credit Party listed on Exhibit A-1 and Exhibit A-2 hereto, respectively (as such Exhibit A-1 and Exhibit A-2 may be supplemented from time to time pursuant to a Security Agreement Supplement) (collectively, the “Pledged Equipment”) including, without limitation, all additions, appliances, parts, instruments, accessories and appurtenances thereto, all furnishings and other equipment of any kind from time to time installed or attached to any of such Equipment, and all devices used in or on such Equipment; (b) all Direct Finance Lease Receivables of such Credit Party listed on Exhibit A-1 and Exhibit A-2 hereto, respectively (as such Exhibit A-1 and Exhibit A-2 may be supplemented from time to time pursuant to a Collateral Supplemental Agreement) (including all accounts and rights to payment relating thereto); (c) all Direct Finance Leases of such Credit Party listed on Exhibit A-1 and Exhibit A-2 hereto, respectively (as such Exhibit A-1 and Exhibit A-2 may be supplemented from time to time pursuant to a Collateral Supplemental Agreement) (including all accounts and rights to payment arising thereunder); (d) all Accounts Receivable and rights to payment to the extent relating to, or arising from, any of the foregoing Collateral or otherwise in respect of the foregoing Collateral”):; (e) chattel paper (and all rights to payment thereunder) to the extent relating to, or arising from, any of the foregoing Collateral or otherwise in respect of any of the foregoing Collateral; (f) all instruments, general intangibles, supporting obligations, letter-of-credit rights, commercial tort claims, installment purchase agreements, leases, lease agreements, rental payments, earnings and rights under contracts to the extent any of the foregoing arise from or relate to any of the foregoing Collateral or are necessary or useful in connection with any of the foregoing Collateral; (g) all policies and certificates of insurance and all insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, to the extent pertaining to any of the foregoing Collateral; (h) all deposit accounts and securities accounts (including, without limitation, any bank accounts, checking accounts, concentration accounts and demand deposit accounts) to the extent containing any products or proceeds of any of the foregoing Collateral (but only to the extent of any products or proceeds of the foregoing Collateral contained therein) and, in each case, all money, cash, cash equivalents, checks, other negotiable instruments, funds and other evidences of payments held therein to the extent constituting products or proceeds of any Collateral; (i) all Accounts; (ii) all Equipmentmoney, Goods, Inventory cash and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters cash equivalents constituting products or proceeds of Credit and Letter-of-Credit Rights; (v) all Securities any of the foregoing Collateral; (vij) all Investment Propertybooks, records, agreements and information to the extent relating to any of the foregoing Collateral, and all rights of access to such books, records, and information; (viik) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rightsdocuments relating to any of the foregoing Collateral to the extent such documents pertain to the Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ixl) all General Intangibles; liens, collateral security, guaranties, rights, remedies, and privileges pertaining to any of the foregoing (xa) all Money and all Deposit Accounts; through (xi) all Supporting Obligations; (xii) all books and records relating to k), including the Pledged Collateralright of stoppage in transit; and (xiiim) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds products, proceeds (including insurance proceeds), substitutions, and accessions of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to ; The Security Agent acknowledges that the contrary contained in clauses (i) through (xiii) above, the attachment of its security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, in any Excluded Property and the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and commercial tort claim as original collateral is continuing, give written notice subject to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)each Credit Party’s compliance with Section 4.7.

Grant of Security Interest. As collateral security (a) Each Grantor hereby (i) ratifies and affirms the Existing Security Agreement, (ii) agrees to amend and restate the Existing Security Agreement so that, as amended and restated, it reads in its entirety as provided herein, and (iii) bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Agent, for the payment and performance in full benefit of all the Secured ObligationsParties, each Pledgor and hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and security interest (the “Security Interest”) in all of the following property now owned or hereafter acquired by such Grantor or in which such Grantor now has or at any time in future may acquire any right, title and or interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (i) all AccountsAccounts Collateral; (ii) all Equipment, Goods, Inventory and Fixturescash and/or money; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit Deposit Accounts; (v) all Documents; (vi) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Goods, including Equipment and Inventory; (x) all Investment Property; (xi) all Commercial Tort Claims described on Schedule 15 to the U.S. Perfection Certificate; (xii) all Supporting Obligations; (xiii) all Letter-of-Credit Rights; (vxiv) all Securities books and records pertaining to the Collateral; (vixv) all Investment Property; (vii) all Patentsany other contract rights or rights to payment of money, Trademarks, Copyrights, Intellectual Property Licenses insurance claims and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateralproceeds; and (xiiixvi) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixvi) above, the security interest created by this Security Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and Property. (b) Each Grantor hereby irrevocably authorizes the Pledgors shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give written notice from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments or continuations thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired.” Each Grantor agrees to provide such information to the Agent identifying promptly upon request. Each Grantor also ratifies its authorization for the Agent to file in reasonable detail any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the Excluded Property date hereof. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents executed by any Grantor as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor over each Grantor’s registrations and applications for Copyrights, Patents and Trademarks, and naming any Grantor or the Grantors as debtors and the Agent as secured party. The Security Interests are granted as security only and shall provide not subject the Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)Collateral.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary IP Rights; (viii) the Commercial Tort Claims described on Schedule 13 14 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend attach to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not includeinclude (i) any intent-to-use trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. Section 1051(c) or 15 U.S.C. Section 1051(d), respectively, solely to the extent, if any, and solely during the period, if any, in which, the grant by a Pledgor of a security interest therein would result in the loss by such Pledgor of any Excluded Property and material rights therein, (ii) the Pledgors shallEquity Interests of any Inactive Subsidiary for so long as such Subsidiary remains an Inactive Subsidiary, upon (iii) the request Equity Interests of Powerwave Cognition, Inc. or (iv) any voting stock of any Subsidiary which is a CFC in excess of 66% of the Collateral Agent at any time an Event total voting power of Default has occurred and is continuing, give written notice all outstanding voting stock of such Subsidiary if a pledge of voting stock in excess of such amount would result in material adverse tax consequences to the Borrower (provided, however, that (x) Pledged Collateral Agent identifying shall include 100% of the Equity Interests not constituting outstanding voting stock of any such CFC and (y) for the avoidance of doubt, Powerwave Overseas Holdings Ltd. is not a CFC); provided that notwithstanding the foregoing, in reasonable detail no event shall any Proceeds, substitutions or replacements of any Pledged Collateral or any of the Excluded Property and shall provide to excluded assets in clause (i) through (iv) above be excluded from the Collateral Agent such information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)definition of Pledged Collateral.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured First Lien Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the First Lien Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viiivi) the Commercial Tort Claims described on Schedule 13 9 to the Perfection Certificate; (ixvii) all General Intangibles; (xviii) all Money and all Deposit Accounts; (xiix) all Supporting Obligations; (xiix) all books and records relating to the Pledged Collateralrecords; and (xiiixi) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixi) above, the security interest created by this Agreement shall not extend to, and the terms term “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Property. The Pledgors shall, upon shall from time to time at the request of the Collateral Agent at any time an Event of Default has occurred and is continuingAgent, give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property)request.